Spiderman: Ultimate Hero
by ABOOK5117
Summary: Based on both CIVIL WAR and the original ULTIMATE SPIDER-MAN, a fifteen year old Peter Parker gains spider-powers during a time where the US is in turmoil due to the Ultimate Civil War between the Avengers and the Ultimates, lead by President Osborn R&R
1. Chapter 1

_**Disclaimer: Spider-man and all other characters are copyright property of Marvel comics. Therefore, the use of this story is for entertainment purposes only and no profit is being made from this project**_

_So, what's there to say about my life? Other then it is FAR from ordinary and boring. Well actually, it started out that way. But now, it's just filled with crazy hijinks like this…_

NEW YORK: 9:15 PM

A dark night falls upon this once heavily populated, but now empty hallow city. And high above its tall buildings and sky scrapers, a small, thin looking masked man dressed in a red and blue form fitting spandex body suit, makes his way above the city streets by shooting thin web-like lines from out of his wrists and swings from one building to the next. The red portions of his suit all have black webbing sewn in and with a black spider symbol on his chest, as well as a larger red spider symbol on his back. For his matching red, it covered his entire head and face, complete with 'bugged-eyed' one way lenses where the eyes are located. The mysterious masked man zips past one rooftop to the next in a desperate rush. And he has a very good reason for doing this…

For not far away are two green plated armored men, which were known throughout the entire United States as the nation's newest law enforcers as Guardsmen, and giving chase to the masked man by soaring through the night skies via jet boots. A split second later, one Guardsman takes action by holding up his left hand, takes aim, and fires a laser beam out of his open palm, hoping on hitting the web-swinging masked man in the back and bring him down.

Strangely, the masked man feels a strong tingling sensation in the base of his skull. The feeling usually occurred when danger was near, and in this case, the laser blast coming his way and fast! Knowing he must act, the masked man quickly looks around and on the rooftop to his left, spots his salvation in the form of a transmitter tower. Wasting no time, the masked man holds up his left arm, and pressing his middle and ring finger into his palm, he shoots a web-line which successfully hits the middle part of the tower. The masked man then yanks hard on his end, zipping over to the tower and in the process, dodges the Guardsman's blast.

Once he was inches away from the tower, the masked man holds his arms and legs out in front of him, and strangely, his hands and feet sticks to the surface of the tower. Just after saving himself, however, the masked man soon feels the strong tingling in his head turn, and which prompts him to turn and look up to see the two Guardsmen above him and with their hands up, ready to open fire.

The masked man, clearly in no mood to be used for target practice, makes his move by quickly holding up and point his left hand at the Guardsman hovering on the left side, and shoots another web-line from out of his wrist and hits the armored enforcer's chest plate. The masked man does not stop there, for he then hops off of the tower and pulls hard on his end of the line, zipping over to the shocked Guardsman. Just like the tower, the airborne 'web-slinger' sticks out his hands and feet, and once getting close enough, instantly sticks to the armored attacker's chest plate.

As for the other Guardsman, he at first floats in disbelief at what just occurred, then shakes his head to regain focus, holds up both of his hands and fires two blasts at the masked man while he was still clinging to his partner.

The masked man, on the other hand, sees this attack coming his way and quickly jumps up off of the Guardsman's chest plate. By doing so, he not only avoids the blasts, but also allows them to hit the disoriented Guardsman he was sticking to in his armored chest, causing the green plated enforcer to fall and crash into an air-conditioning box on a rooftop below.

While still high fin the air, the masked man points his right hand down at the Guardsman hovering below him and shoots a web-line, which in turn hits the second Guardsman in his faceplate.

Blinded and in a state of complete panic, the Guardsman takes hold of the webbing on his faceplate. While frantically trying to get the webbing off, the armored enforcer bends over to the right side and inadvertently pulls the masked man towards him.

Instead of trying to escape, however, the masked man simply 'goes for the ride' by letting the Guardsman pull him down towards him. Once close enough, the masked man kicks both of his feet downward and plants his feet hard into the Guardsman's back. In doing so, the web-slinging masked man drives his blinded and confused enemy down towards the rooftop below them, causing the Guardsman to crash chest first onto the roof surface below them. The masked man himself managed to save himself from injury by using the Guardsman to cushion his fall, and once his downed attacker lays in the small crater he created, the victorious web-slinger jumps off of the green plated enforcer's back, then holds up his right arm, and shoots a web-line swings off into the night.

"_Oh, and that handsome devil in tights who was just hoping around and putting a beat down on those two Robocop wannabes…that's me. Names Peter Parker, you're typical fun loving fifteen year old kid, but while I'm in 'work clothes' you can just call me 'your friendly neighborhood Spider-man'. And from the looks of things, it looks like I'm about to go home scott free. But sadly, with great spider powers….also come's the worst luck in the planet…"_

Just as the mask wearing web-slinger, aptly named Spider-man, shoots another line from his right wrist in mid-swing, he once again feels the strong tingling in his head. At that point, he knew he was in danger once more, and worse, he was in a vulnerable position while swinging off of his webs. With that in mind, Spider-man was just about to act, but unfortunately, he is stopped when what appears to be a green blur zoom in and ram itself right into his left side, sending the web-swinging fighter towards a billboard that shows a picture of a smiling, red-headed middle aged man in a black business suit and hold a baby, with the banner headline reading 'Norman Osborn cares for America's future.'

While in mid-air, Spider-man is loopy, he isn't able to hold out his hands and feet to stick to the billboard and save himself. As such, he ends up slamming his chest hard on the billboard, then slides down and falls down to the metal balcony on the bottom, landing hard on his back onto the unforgiving steel.

"…ow…" uttered a pain ridden Spider-man while trying to sit up, putting great strain on his back in the process. Once he finally sits up completely, the fall Wall Crawler reaches up with his left hand and grabs the hand railing. Mustering what strength he has in his upper body, Spider-man manages to pull himself up and stand back up on his feet. It wasn't until he got back in a vertical base when he looked up and noticed the billboard just rammed into, and lets out a sigh upon seeing the picture. "Okay, this just makes the pain ALLOT worse."

Suddenly, Spider-man is alerted once again. But this time, not by the tingling of his danger sense from before, but instead by hearing the cackling of an elderly, male voice from high above. This prompts him to instinctively look up to where he hears the laughter and quickly gets into a defensive fighting stance when he sees who was hovering over him.

It was revealed to be a bald, elderly man who is clad in green armor with sharp, metal feather wings attached to his arms, which he was flapping up and down to stay afloat. He was also equipped with small daggers on his feet in a bird talon-like design. "Yes, I figured it would." Said the winged man in a smug arrogant tone while looking down at the battle ready Spider-man on the walk way below.

Moments later, the winged man is soon joined by the two Guardsmen from earlier. Both did not appear be very 'punctual' however, for while one Guardsman still had some webbing on his chest plate, the other still had webbing covering his entire faceplate and was using his left hand to hold on to his partner's shoulder, using him as a guide as he tried to get the webbing off with his other hand.

The winged man notices the two disoriented Guardsmen hovering behind him through the corner of his eye, and after grumbling in annoyance to their incompetence, he resets his attention back down to Spider-man with a cold scowl.

Spider-man stared back up at the winged man, and still stood ready for whatever attack his new enemy had in mind. "So, who are you exactly? Mr. Buzzard? Captain Flamingo…?" As the Web-Slinger continued, he help up both his hands in a mockingly pleading fashion. "Wait, wait, don't tell me…'The Pigeon."

The winged man's eyes shoot open in anger upon hearing Spider-man's quip. "The name is Vulture, you little snot nosed prick!"

Despite hearing the anger brewing in the 'Vulture's' voice, the joke spewing Spider-man continued his lighthearted quipping. "Oh, so I was half right with 'Mr. Buzzard.'"

"ENOUGH!" yelled the enraged Vulture, with his voice loud enough for the whole city to hear. Afterwards, he stops himself and takes a deep breath to help him calm down and regain his composure. "..I was warned about that big mouth of yours. Let's get back to business, shall we? Peter Benjamin Parker, for violation of the Superhuman Registration Act and committing acts of treason on the United States of America…you are under arrest."

Upon hearing this comment from the Vulture, Spider-man couldn't help but give him a raised eyebrow behind his mask. "Uh yeah, sure…" said the Web-Slinger in a sarcastic tone. "Hate to pet peeve, but I find it just a little hard to believe that you're here to arrest me after your two cronies just tried to blast me into dust a few seconds ago."

The blinded Guardsman hears Spider-man's remark after finally ripping the webbing off of his face plate, and thus decides to address the Vulture. "We had our repulsers set on stun, sir."

"Shut up!" hissed the Vulture to the Guardsman while still staring intently at Spider-man. 'Look arachnid, you can either come quietly or be squashed like the worthless bug that you are! Your choice!"

Hearing Vultures threat loud and clear, as well as seeing the blood thirst in his eyes, Spider-man soon jumps up and puts his feet on top of the support railing, as if ready to literally jump into action against the Vulture and his men.

"_Pretty tense moment there, huh? And by now, you're probably wondering how a fifteen year old kid is able to not only able to shoot webs and stick to walls, but also wearing tights and getting into fights against a winged, short tempered psycho and his two tin plated goons. Who, by the way, work for a new United States President whose turn this country into a nightmare! And what's worse…the new President is not only someone I once looked up to, but also the father of my best friend. But I'm getting a little ahead of myself. So to help you guys get where I'm coming from, I'll start from the beginning…_


	2. Chapter 2

**OSCORP NEW YORK CORPORATE HEADQUATERS, 10:45 AM: TWO WEEKS AGO**

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><p>Inside the large, technologically advanced room that was the building's main laboratory, many, a group of teenagers from Midtown High School were being led by their teacher, a red haired woman in her mid-thirties and wearing conservative clothing, in walking through steel walk way and just above the scientists working on large computers, as well as safely mixing chemicals for their experiments.<p>

After finally reaching a stopping point, the teacher stops walking a turns to face her class. "All right, everyone. Let's stop right here…" she said to her students and once they stopped and gathered around her, she begins to count the all down to see if they were all accounted for. At first, she was confident that all of her students were present, until she pauses and sees that she's missing one! Concerned, she desperately looks around to find the student she seemingly lost. It wasn't until she stood on her toes to look straight over the rest of her class and spots the student that she was looking for…

The student was that of a young fifteen year old male with slightly messed up brown hair and wearing a pair of eye glasses. He was also dressed in average clothing for someone of his age, meaning a white T-shirt with a buster symbol over a lit cigarette butt, blue jeans, and white tennis shoes. The student himself was looking down over the walkway and watching two male scientists writing and erasing scientific equations as they were studying the digitized DNA gene on a wall screen, and discussing what they saw.

Upon seeing her student, the teacher first lets out a sigh of relief and annoyance, and calls the student in the manner she always addresses her students. "Mr. Parker…!"

Upon hearing the teacher call him, the glasses wearing 'Mr. Parker' snaps back into reality and quickly turns to the teacher, inadvertently causing his glasses to fall halfway in the process. "Y-yes, Ms. Carpenter." He nervously replied while fixing his glasses.

"_**Yep, that's me again. Before the tights, I was your typical hard working, scholastic minded, wedgie receiving school ne**__**rd. Still am to this day…minus the wedgies, of course. Can always do with those…" **_

Once getting Peter's attention, the teacher known as Ms. Carpenter gives him a stern look as with her hands on her hips. "I'm glad to see that you're impressed with what goes on down here, but would care to observe with the rest of the class?"

"Yes, ma'am." Peter replied after fixing his glasses, then hurries over to join the rest of his classmates. He finally approaches two particular classmates with whom he feels most comfortable around…

The first is another male teenager around Peter's age, but slightly taller and dressed in more fashionable clothing. Meaning a leather jacket, grey shirt, and black paints and shoes.

And the other is that of a beautiful girl, also fifteen, and with shoulder length red hair. She also wore fashionable clothing, such as a small blue jacket, a green top, and with tan khaki jeans and sandals.

"_**Here are two of my oldest…and only friends. The guy in the jacket is Harry Osborn. His dad, Norman Osborn, is the owner of Oscorp and at the time was running for President. And to help his campaign, he offered the science class a field trip around his New York headquarters. I remember saying that Harry was told by his dad to 'represent him well' on the trip…while sounding pretty embarrassed about it. **_

_**And the cute red head is Mary-Jane Watson. The girl next door and my best friend since the third grade…something I'm still trying to figure out. Not that I'm complaining though, I've always enjoyed her company. She always knew how to brighten things up. But…as much as I've always loved being around her…things were feeling a little awkward at that time. But, I'll get more into that later…**__**"**_

Once Peter approached her, the smiling Mary-Jane couldn't help but shake her head at him. "Nice to have you back with us, 'Mr. Parker.'" She said to him while playfully imitating Ms. Carpenter's stern tone.

Peter turns to Mary-Jane with a slightly sheepish smile. "I know, I know, 'head in the clouds.' But come on, this place is awesome!"

A smirking Harry rolls his eyes upon hearing Peter's reply to Mary-Jane. "Yeah, we figured that you would think that." said Harry. "Anytime you're in a place that has anything to do with science, you're like a kid in Disneyland."

Peter lets before turning to Harry. "Well excuse me for liking science."

Before jumping back into the conversation, Mary-Jane puts a gentle hand on Peter's shoulder to get his attention. "We're not saying it's bad to like science, Pete, it's just as your friends we would appreciate it if you stay with us whenever we hang out together. Otherwise, we'll have to put you on a leash and drag you around from now on."

Peter gives Mary-Jane a raised eyebrow before answering back. "Thanks, thoughtful." He tells her with a half-smile, but with sarcasm.

Moments later, Ms. Carpenter is soon joined by a male scientist with blonde hair and in a white coat, prompting her to turn and raise her left hand to get her class' attention. "All right everyone, settle down." She called to them and points to the male scientist. "Now, here to talk with us is Dr. David Lowell, head of Oscorp's field of genetics. Dr. Lowell?"

"Thank you, Ms. Carpenter…" replied the doctor, then looks at the students with a pleasant smile. "Well, here in the genetics wing, our job is to study the genetic material of all living things, and see if we can develop serums and other products to help support their make-up. And, I'm proud to say, that over the years we've developed numerous serums and medical products which are used to help fight and cure deadly diseases in countries worldwide. And for this, we owe a great deal of gratitude to this company's owner, and presidential candidate, Norman Osborn, for giving us the tools, and opportunity to do such things…"

A smiling Ms. Carpenter claps her hands after hearing Dr. Lowell's speech, and in doing so, encourages her classmates clap along with her.

Once the students are done clapping, Mary-Jane gently moves towards Harry's ear to whisper this to him. "Way go 'first kid'. I bet you're real proud of your dad, huh?"

"Yeah…yeah I am." Harry whispered back to her, but with a small bit of uncertainty and sadness in his voice.

This catches the attention of Peter, who looks at his friend with great concern.

"_**As long**__** as I've known Harry, he's always had issues with his dad. Whenever I came over to his place, Norman was always either working at the office in his company, or in another state promoting his campaign. Though I suppose all those times Norman was absent was understandable. I mean after all, he was a very busy and important guy. Always trying to provide for his family, and touring the country to gain enough of the people's approval to become the Commander and Chief. Still, as Harry's friend, it always hurt me so much in seeing the pain and disappointment on his face…all because his dad wasn't there…**_

…_**But little did I, or anyone else on that fieldtrip knew, another thing was going to hurt me that day. And strangely enough…it would also change my life forever."**_

As Dr. Lowell continues his orientation to the students, two other male scientists, one a white male with long brown hair in a ponytail, and the other a black man with glasses, look above them while standing in front of a large, four wheeled white container.

The pony tailed man, looking almost envious of Lowell, is the first to voice his opinion. "Look at him, Ferrell." He said with a skeptic tone. "Acting like Mr. Wizard in front of those kids while also smooching Osborn's backside. I've heard of multi-tasking, but damn."

The black scientist, who was referred to as Ferrell, turns to his colleague with an annoyed expression. "Ease off, Smythe. The reason he's phrasing Osborn is because he was told to by the higher ups. Now while Lowell does his job with the kids, let's do ours and see how our 'friend' is doing."

The scientist named Smythe lets out an aggravated sigh before answering Ferrell. "Fine. But with our recent luck, I'm not counting on any surprises..." as he and Ferrell both bend down to look through the clear door in front of the container to see the 'friend' Ferrell was referring to, both scientists eyes grow wide open in shock when they saw inside. "Forget what I just said!"

Inside the container itself was that of a large, red and blue hissing spider the size of a softball.

After standing speechless for a few moments, Ferrell manages to recollect himself and reaches in his coat pocket and pulls out his tape recorder. After gulping, he presses the record button and begins to note on what he sees. "R-Reporting on the effects of new OZ formula…" He said as he regained his ability to speak. "Test subject, a common house spider, was given a small dose of the new serum just twenty-four hours ago. Results are physical mutation, such as discoloration and increase in size. Thus making this experiment a successful failure. Meaning enhancement is present, but so are unfortunate side effects." Just as he shuts off the recorder, Ferrell pauses for a brief moment as another though came to his head to which he turns and shares with Smythe. "Maybe it depends on the species."

Smythe, after getting brought out of his shocked state by Ferrell's voice, gives him a nod of agreement response. "Right…we'll move on to our mammal test subjects. But not before we deal with this!" he said pointing at the spider, then looks straight ahead and sees something that causes his eye and call this out. "Hey, new guy!"

That something was that of a young, blonde haired man in his mid-twenties also in a lab coat but was in the middle of setting up test tubs and other lab glasses for an upcoming experiment. Upon hearing being called, however, he also shows to be the clumsy sort. AS he proves by nearly dropping the glasses and nervously juggles them to keep them from falling to the floor. After barely saving the glasses, the young scientist places them on the table, then walks over to Smythe and Ferrell, standing stiff as a board as if to stand attention. "Yes, Dr. Smythe?"

After letting out a sigh of aggravation to the young scientist's bumbling mannerisms, Smythe puts his hand on top of the container to show 'the new guy' what he wanted him to do. "Take this over to Dr. Landon, he'll know what to do with it. And for the love of god…be careful!"

"Yes sir." replied the nervous young man, then walks behind the container, turns it and pushes it away from Smythe and Ferrell and a walks away, unknowingly taking the spider with him.

While pushing the container through the lab, the young scientist appears to be focused on doing his task well enough to gain the respect of his peers within the company. At first, he seemed to be doing fine, until he notices something that entrances him completely…

It was that of a beautiful, Hispanic female scientist around his age and wearing goggles while pouring blue liquid from out of a test tube and into a tall glass containing yellow liquid, mixing them together and creating a green solution.

As the young scientist remains transfixed by his female co-worker's beauty, he unknowingly puts himself in a collision course with another male scientist that was carrying a container filled with highly corrosive acid. It wasn't long before the two scientists bumped into one another, and the scientist carrying the acid spills the liquid onto the top of the container. The liquid soon eats its way through the plastic and thus creating a hole…and opening, for the spider inside!

Upon seeing its newly made open door to freedom, the spider quickly jumps up through the hole and out of the box. Oddly, and perhaps because of the OZ serum in its system, the spider jumps higher and further up into the air! And worst of all, the empowered spider ends up landing on Peter's left shoulder.

At first, Peter though of the spider's landing as that of someone tapping on his shoulder, as if he or she wanted to speak to him. Curious, he turns to his left side, and upon seeing the spider and its horrific appearance, the young man's eyes grow wide open with fright and lets out a loud, fearful scream!

The rest of the students, as well as Ms. Carpenter, Dr. Lowell, and everyone else in the lab, all hear Peter's scream and they all turn to him concerned. As they soon see the spider for themselves, however, the students also share in Peter's fright, and thus all begin to panic!

One of the scared students was that of Mary-Jane, who stood petrified at seeing the spider attached to Peter's shoulder, and seeing her friend in peril. "Oh my god!" she shrieked loudly.

Another student in total shock was that of Harry Osborn, who like everyone else couldn't believe what he was seeing. "Pete!" he yells in concern for his friend, and tries to hurry over to him to get the spider off, but the fear consumed Peter unknowingly runs away from him.

"Get it off!" yells the frantic Peter as he reaches back for the spider, which by now has crawled to the back of his neck. "Please, somebody get this thing off of me!"

As for the spider itself, the screaming and the rapid movement of Peter were starting to frighten it, making it think that Peter was threatening it in some way. As such, the spider follows its instincts by drawing out its fangs and bites down through the flesh behind Peter's neck.

The pain that Peter felt after getting bitten was immense, like someone jabbing two hot needles into the back of his neck. The scared and pain consumed teen didn't even get a chance to scream. For a split second later, he could feel every muscle in his body, including those in his throat, freeze and become stiff as a board. This prevented him from moving…and even uttering a single moan. It wasn't long before the paralyzed young man fell face first onto the steel walkway in a frozen, defenseless posture.

After biting Peter, the spider hops off of his neck and lands on the walk way. However, just before it could crawl away, it is stomped on and squashed by the large, round male student named Kong.

Moments later, the entire Oscorp security teen, which consisted of six men in black and white authority enforcing uniforms, all rushed in and tried to help secure the area and calm the students and everyone else in the lab down.

After the team arrived, both Ms. Carpenter and Dr. Lowell rushed over to Peter, who was still unable to move or speak. This prompts Dr. Lowell to look up to a nearby male security guard, who was speaking on his shoulder radio telling, informing dispatch that they arrived at the lab. "Get an ambulance over here, now!"

As for the immobilized Peter, he could only there on the steel walk way, with pain still rushing from the back of his neck throughout his entire body, like hot lava flowing through his veins! Not long after that, Peter's vision begins to dark, until finally, everything that the young man sees goes completely black!

_**AUTHOR'S NOTE: Great start so far, but check out my profile for me Good news and Better news. **_


	3. Chapter 3

_**As you can see, things didn't start off as good when I first got bitten. I thought for sure I was going to die that day. And I thought I actually was dead when I caught a glimpse of I thought was the face of an angel. **_

"…Peter….?" echoed a small and sad voice of a young girl. This was enough to make Peter stir and makes an effort to open his eyes. Upon barely raising his eyelids…his eyesight is still blurry, but could see someone standing over him. Not before long, he finally opens his eyes completely, and after regaining his vision, he finally sees the person next to him, who begins to make his heart beat slightly fast…Mary-Jane. "…MJ…?" asked the now conscious Peter, who then looks around with his eyes to that he was in a hospital room at…

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><p>FORREST HILLS HOSPITAL, 12:59 P.M<p>

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><p>Realizing where he was, Peter tries to sit up, but Mary-Jane soon stops him by gently putting her hand on his chest…then wraps her arms around his neck in a warm embrace.<p>

_**I always felt at peace with MJ. I mean, for as long as I can remember, she's been like the sister I never had…and practically the only pretty girl in school who hangs out with me. Not that I can complain. But…lately, things have changed. I mean, she's always been beautiful, but now she's just warm compassionate, makes me just want to be with her. Not just sit down and chat like we usually do…but to be part of…something more. There were times when I wanted to tell her this, but thing was, or at least at the time, there was one little problem**__**…**_

Mary-Jane finally pulls away , just to let Peter breathe from holding him so hard. Upon which time, she turns and moves back a little so Harry can check on his hospitalized friend. Before sitting down, Harry gently puts his hand on top of Mary-Jane's.

_**She was dating Harry. Hence the 'awkwardness' I was talking about earlier. Not that I was jealous…well, actually, yeah just a little. But I didn't want to destroy what they had going for them. I maybe a nerd, but I'm not the cheating type…there's enough of that on talk shows. Still, didn't make things any easier though…**_

Relived, Harry puts his hand on Peter's shoulder. "You had us all freaked out, Pete. But luckily, we got you hear just in time."

Peter turned to his friend with a small smile. "Thanks Harry, sorry I put you and you Dad through that."

"Hey don't worry about it, anything to help, man." Harry's happy demeanor then turns into somewhat disappointment. "Besides…Dad's trying his hardest to avoid lawsuits now that he's running for President. But anyway, your Aunt and Uncle should be coming…"

Peter's eyes grew wide open upon hearing this. "Wait! You told Uncle Ben and Aunt May?"

MJ comes next to Peter to deliver the news. "Well, we didn't, but the principal did."

"….Oh great…."replied a reluctant Peter, and suddenly, he along with his friends heard rapid footsteps heading their way. As such, he sees an older couple, both appearing to be in their late forties come rushing in. Oddly enough, they are followed by a man with black hair and brief case.

Still, Peter takes a deep breath and braces himself as the woman comes in and hugs him. "…Hi..Aunt May…." were the only words he uttered as his aunt's grip was stronger than Mary-Jane's.

"Don't you ever…EVER do this to us again!" May said sternly as she kissed his forehead.

Not long, the older gentleman that was Uncle Ben comes in and hugs the both of them, completely concerned for both his wife and nephew. "I second that, kiddo!"

As the Parkers embrace their nephew warmly, Harry takes a moment to break away from Mary-Jane and walks over to the man in the business suit, and not looking too pleased. "Do you really have to do this now?" he whispered with anger.

"I'm sorry, Harry, but your father insisted." the suited man replied, then walks over to the Parkers. "Mr. Parker, I realize that this is a trying time, but as Mr. Osborn's attorney, I would to have conformation of…"

"No!" Ben said sharply, angry on how the lawyer would have the audacity to interrupt this moment with his nephew. "No…tell your boss he doesn't have to worry about his chances of being president being ruined, for we won't press charges. Only because we've been through enough!"

Harry, nodding at Ben's justifiable answer, walks over to the lawyer with a narrowed brow. "There, you got your answer." He tells the lawyer. "Now what do you say you give the Parkers some privacy, huh?"

Though she didn't want to leave Peter's, Mary-Jane stood up and holds Harry's arm as a way to take his side. "And I couldn't agree more."

The lawyer, feeling aggravated upon being told off by not only the Parkers, but by his boss's son, can only nod and walks out of the room.

As for Harry, his grimace turns into a saddened expression as he looks back at the Parkers, then to Mary-Jane. "Well, I think the same goes for us, MJ."

Mary-Jane, who is just as sad as her boyfriend, gives him a nod of acknowledgement. "Yeah, your right."

With that said, both Harry and Mary-Jane walk out of the room to leave the Parkers alone. However, a still concerned MJ couldn't help but glance at Peter hugging his uncle and aunt one more time before leaving the room completely.

"_**Uncle Ben and Aunt May…two of the strongest most caring people I know. After my parents died, they took me in and raised me like a son. And what Uncle Ben says to me later on is the reason why I keep using abilities to try and help people in this city that's turned upside down. But man, I still remember the rush I felt when I first discovered them when I came home from the hospital. **__**"**_

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><p>PARKER RESIDENCE: 2:14 P.M. PETER'S ROOM<p>

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><p>Peter was finally back to be in his room after coming back from lengthy stay at the hospital. Even being given numerous test to see he if was healthy completely, as well as medication and the doctor's number in case of complications, the young man felt fit as a fiddle.<p>

But strangely, even though Peter appeared healthy, he felt something was odd. Meaning that on his way to his bed, he felt his vision starting to blur…while wearing his glasses! He discarded it at first, thinking he must needed a thicker set. As such, the young man takes them off puts them on his dresser. By doing this, Peter received another surprise! In that upon removing his glasses…he could see perfectly!

"Okay…no way can my luck get better this easily." said Peter as he looked at himself in the mirror with his improved vision. The prove his theory to himself, he picks up his glasses once more and looks through the lenses, seeing nothing but a blur once more, and fine again once he puts them down. "Okay, that's just way too weird."

After finally putting his glasses away, Peter though with the day he had, maybe he just needed a nap. As such, he turns to walk over to his bed, but through the corner of his eye, spots another 'improvement.' Meaning that his left arm appeared to be completely toned and muscular. Surprised, Peter used his hand to roll up his left sleeve, and flexes his arm to see the enlarged bicep. Wondering about the rest of his body, he quickly takes off his shirt, and sees that his other arm, as well as chest, abdomen, and the rest of his upper body appears to be muscularly well toned and in top physical condition. "Whoa…" Peter smiled with boyish glee as he flexed in the mirror.

However, a knock on the young man's door from Aunt May is all that's needed to bring Peter back to reality. "Peter!" she said through the door. "Peter, are you all right?"

"Huh? Oh…yeah!" Peter flexes his bicep one more time with a smirk. "Never better."

_**The surprises would get a whole lot better too. I found that out the next day at school… **_

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><p>MIDTOWN HIGH SCHOOL: 3:00 p.m.<p>

* * *

><p>School was out and all of the students waste no time leaving to go home. Peter, on the other hand, was having trouble getting to his books, seeing is how his locker won't open. This always was a source for irritation for him, even since the first day his started his school year. Almost as bad as all of the wedgies he's received from bullies. But this soon changes as Peter gives one hard pull, and inadvertently forces the locker door off of its hinges. Needless to say, this catches young man by surprise, and also gets the attention of many students that were just walking by.<p>

"Uh…old locker." said an equally surprised Peter as he pulls out the biology books from his locker, and forces the door back on. After which, he walks away, with many of the surprised students still staring at him for what he just did. Among the stunned teenagers were both Harry and Mary-Jane, who quickly catch up and walk with Peter over to the school's front door.

"Well, hey there Tiger." said MJ, making reference to how Peter opened his locker.

Peter himself was shocked at first; after all, he didn't want to be noticed by anybody at the moment. However, he soon calmed down when he realized it was both Harry and Mary-Jane."Oh, hey guys…what's new?"

Harry takes one quick look back at Pete's locker, then back to his friend. "You, apparently. I mean, the school's old, but not that old! What's up?"

"Well, I'm not sure." Peter replied truthfully. "During these past few hours, I haven't been feeling like myself lately."

Mary-Jane glanced at Peter's face with fascination now that he had no glasses. At this point, she had the chance to notice his brown eyes, and through the years she spent nights with him as kids…she always thought they were beautiful. "I'll say…no glasses." she said, trying to keep the conversation on a positive note. "Did you switch to contacts?"

At first, Peter's heart skipped a beat, even though MJ asked him a simple yes or no question. Still, he did manage to collect himself long enough to try and answer. "Uh…yeah, yeah absolutely. I thought I'd try something new today."

_**I hated to lie like that, especially to both Harry and MJ. But I still didn't have any real clue as to what was happening to me at that time, and until I did, I felt that I had to keep it secret. I mean…there was also that mutant thing going around. Not that I'm judging though. I mean, I've always believed that mutants are just people. Some of them are good, some are bad, period. But they've also been getting allot of bad press. I mean, in my case, they just started happening last night, but from what I heard from Charles Xavier, the head of mutant genetics and what he's been saying on TV, mutation sometimes doesn't occur until the person reaches their teens. Was the same thing happening to me? And if it was…what next? How will I break this to Uncle Ben and Aunt May? **_

"Hey, Puny Parker…."

_**Speaking of breaks, I wish he would cut me one every now and again…**_

Peter heard the young male voice just a few feet away as he and his friends just left outside. Rolling his eyes aggravated, he turns to see the tall, athletic, frosted haired bully himself…Flash Thompson.

…_**Ah, good ol' Flash. Like MJ, He and I go way bac**__**k, but I can't say we've always been on good terms. You think that since he's the captain of just about every sports team in school, he would set a good example to teens everywhere. Unfortunately, his idea of good example is picking on kids that are ten times smaller than he is. I know because he's been doing the same thing to me since…well, forever! **_

After getting their attention, Flash, along with his best friend Kong walk up to them. "See you've got a new look, but you still look like crap to me."

With a sigh, Peter was just about to say something, but is soon cut off when Mary-Jane stepped in.

"What do you want, Flash?" she asked in a manner of standing up to him. "In case you haven't noticed, we have better things to do then put up with jerks like you."

Needless to say, MJ's response barely had any effect on Flash, seeing is how he always takes such things from a pretty girl as "hard to get." And Mary-Jane was no exception. "Well, only thing I have to put up with is a fine thing like you hanging out with a spoiled rich boy and damn nerd. But, speaking of which, where were you when I needed my history homework, Parker?"

Kong later steps up, as his friend's usual back up. "Yeah Pete, coach says Flash needs to pass history if he wants to stay on the team. It wasn't just Flash that was counting on you…it was all of us in the frigging school."

"Guys, I had to go to the hospital, remember?" says Peter with an almost repulsed look. "I was bitten by a giant spider! Kong should know, he stepped on it!"

Annoyed, Flash starts popping his knuckles. "If you want to start being a smart-ass, I can just as well send you back to the hospital." With little patience, Flash walks over to Peter with the full intent of letting his fist do the persuading.

Harry quickly steps in a shoves Flash away from his friend. "Back off, Thompson! Pete's been through enough already!"

Now angered, Flash pushes Harry back hard. "Stay the hell out of this Rich boy!" he barked.

With the heat now boiling between these two, both Harry and Flash get in each other's face and were just about to brawl in front of the school.

Acting fast, Peter gets right in between the jock and his riled up friend and manages to separate them. This wasn't what Pete would normally did, but whenever his friends and loved ones were in trouble, he always felt compelled to do something. "Guys, chill!"

After Peter both Harry and Flash apart from each other, Mary-Jane comes and lends a hand in calming Harry down. "Yeah Harry!" she says as she gently puts her hands on her boyfriend's shoulders. "Let's just go, okay!"

However, despite this being an act of keeping the peace, Flash did not take kindly to Peter interfering in his affairs. To which he winds his fist back with the intent of plowing his fist all the way into the young man's face. "Chill this out, you little ass!" With that said, Flash throws the punch aiming for Peter's head.

At that very moment, Peter could feel huge tingle in his head go off , which by this time felt like a small earthquake erupting in his skull. The hair on the back of his neck sticks straight up and could pick up the vibrations of the incoming force of Flash's fist! As such, Peter quickly ducks to avoid the blow, and allows Flash himself to stumble passed him and rolling over in the ground by his own momentum.

As Kong rushes over to his fallen friend, Peter later pops back up to see that more students, along with MJ and Harry, are all staring at him in awe.

"Okay…that was completely unexpected." says Peter being just as shocked.

Suddenly, after being helped up by his best friend, a furious Flash pushes Kong away and charges towards Peter and back on the attack.

By which, a worried Mary-Jane sees this with wide open eyes. "Peter, watch…!"

The results of this assault are the same as before as Peter once again anticipates Flash's movements and manages to dodge every blow with great speed and agility. For everyone watching Peter move like never before, it was almost like watch a live action Jackie Chan movie. Finally, out of pure instinct, Peter catches one of Flash's fists, and responds by flipping backwards and in the process, kicking Flash in his chin, sending up a couple of feet in the air landing hard on his back on the ground.

"…out…" Mary-Jane finished, still trying to figure out if what she saw was real.

Harry, along with MJ, slowly approaches Peter in awe. "Pete, how the hell did you do that?"

The young man was hesitant to respond at first as he looks at his quivering hands, being completely shook up just as everyone watching. "I…I don't know…I don't know!" Peter later runs off in panic.

"Peter, wait!" called Mary-Jane as she tried to stop him, but Peter was too far gone, running at speeds that would rival that of an Olympic runner.

_**I just kept running and running! I was so freaked out, I ran passed my own house and all over Queens, losing all track of time. I didn't even really take the time to think until I stopped to catch my breath. **_

Finally, after running for what seemed like ages, Peter makes his way right behind an old warehouse and puts his hand on the wall to stop himself. Strangely though, the heavily breathing teenager felt another unearthly sensation. Only this time, it felt as if his fingertips were sticking to the wall itself, as if they were covered in super glue. After peeling it off of the wall, Peter takes a good long look at his hand and spots something. Something which seemed microscopic in size, but still made a huge impact on him. And what he saw were small quill-like spurs embedded deep within his fingerprints.

"Oh, my god…" were the first words out of Peter's mouth. "I…I must be a mutant! I have to be! How else could I have smacked him around like I did." The completely baffled and scared teen steps back into the wall and slides down. "Just great…just when I think things couldn't get any more mixed up, Should've known this would come around and bite me right on the…" Peter stopped in mid-sentence and looked as if he saw a ghost just float by. "…bite…" Just hearing that very word is enough for Peter to use his right hand to reach behind his neck, and feel the two visible bite marks that were still present. Once glance is enough to bring back the sheering pain from that day…but also brings him revelation to what is really happening to him. He then shakes his head angrily, cursing himself for not guessing it before. "Damn…of course! That's got to be it! The spider from the fieldtrip! God, I should've guessed it before."

He hits his head on the wall one more time for ignoring, what called, his 'geek skills'. After which, he rubs his head in pain. "Okay…that was dumb."

_**But, after nearly giving myself brain damage, I decided to look the bright side. I mean, sure I went to the hospital because of it, but the bite itself did give me certain qualities. My eyesight was better, I was in the best shape of my life within a matter of hours! And even though I didn't like fighting, I whooped up on Flash like Jet Li, thanks to my new agility, strength, and 'spider sense." **_

As Peter looked down on the wall in front of him, he spots something else that catches his interest. A small, common house spider which walks from the ground and crawls up the wall to get to its web next.

"_**And of course, being the nerd that I am, I always had the science curiosity. Namely what else the spider bite gave me**__**…"**_

After seeing the spider crawling up and living its life, Peter stands back up on his feet and faces the wall. Slowly, he puts his hand back on the wall, which sticks once again. However, instead of pulling it back, he leaves it there and places his other hand right above the other, which also sticks in place. He repeats the process again until gets high enough for him to crawl with his legs and climb up the wall like a ladder. Finally, he looks down to see how high he's gotten and now has a huge grin on his face.

"…Coooool!"


	4. Chapter 4

_**So now, I got spider powers, and while I wasn't Superman, but I could do almost anything. But, since I had just got them and they were still new to me, I felt I had to try them out on a few practice run. And since I didn't have school the next day, I was free to that. First, I'd though I'd go for a run by testing my agility… **_

In the dead of night, and wearing black clothes so to blend in with the dark, Peter runs and jumps from rooftop to rooftop. With each leap, he performs flips and cartwheels that would be performed by any professional gymnast, if not surpass them! It wasn't until Peter came across one rooftop that he stopped and came across a…

* * *

><p><strong>ABANDONED WAREHOUSE, 12:00 A<strong>**.****M****.**

* * *

><p>Seeing this as a golden opportunity, Peter takes hold of the handles of a nearby steel ladder, hops up and slides down the latter and onto the ground. Upon landing, the black dressed teen carefully sneaks his way across the street, jumps and flips over the steel guard fence, and makes his way to the building, finally stopping at push-up window. After looking inside and seeing that the inside of the building was old and deserted, as if it had been that way for years, Peter slowly pushes the window up to open it. After letting out a sigh of relief, Peter then climbs through the window and inside the deserted warehouse building.<p>

Once inside the empty foundation, Peter looks around and spots a web covered forklift, which gives the young teen an idea…

_**Then there was strength. I got some idea as to how strong I was back at school, but I still didn't know how much. And what better way to find out, then 'operate heavy machinery.' **_

The curious Peter soon walks over to the forklift and places his hands at the bottom of the truck. After getting a good grip of the forked truck, Peter takes a deep breath and mustering every ounce of strength in his body, picks the fork lift up off of its wheels and high over his head. An act that surprises Peter himself, and leaves the speechless teen with a large smile upon realizing his incredible strength!

_**I gained two things that night. One, a pretty good idea on how my powers work, and the other, a huge grin on my face from how cool it was and how much fun I was having. But of course, this left me with one big question. Since I can do these things…how would I use them? Well, I got my first idea the next morning. **_

**PARKER RESIDENCE: 1:45 p.m.**

Peter is heard coming down the stairs, trying to hide the yawn from his little exercises from last night. But just as he comes down to the living room, he sees both Ben and May sitting down with a tall man dressed in a suit and holding an open briefcase.

"Morning guys." said Peter in a lighthearted demeanor, which gets the attention of everyone in the room.

Ben is the first to stand up. "Good 'afternoon' Peter." he said to his nephew, repeating him on what time it was. "I know most kids like to sleep in on the weekend, but you haven't. What were you doing last night?"

"Uh…'studying'." Peter replied half truthfully, scratching his head in the process. He then sees the suited guest. "Oh, we got company?"

Rather than present himself, the tall man closed his briefcase and stands up. "Yes, well, I'm afraid I have rather pressing matters at the moment. But I will tell my client that you've agreed with our terms. Good day." Coldly, he turns and walks out the door and out of the Parker household.

"Okay…" said Peter, slightly confused. "I'd say he was one of our better guests."

May turned to her nephew with her arms crossed. "Hardly, he's a lawyer, and he just dropped by to tell us that were being sued."

"What?" Peter exclaimed in shock. "But I thought we had that whole thing settled! I mean we did agree not to sue Harry's dad for the whole..."

Ben holds his hand up to stop Peter from talking. "He's not one of Osborn's lawyers, Peter. He represents the Thompson family."

May decides to continue in explaining the situation to Peter while still looking at him sternly. "And from what he told us, their son Flash received both a concussion and a broken jaw from a little tussle he had with a 'certain' nephew of this family. Who, by the way, failed to mention anything about this yesterday!"

Hearing this…Peter looked down at the floor like a scolded dog. "Oh…yeah…"

"So then it is true?" May asked, observing her nephew's body language.

After letting out a huge sigh, Peter looks up and faces his aunt. "Yes ma'am. Believe me, I wanted to tell you guys, but…I guess I was just so freaked out on what I did, I forgot."

Ben later walks up upon hearing this. "Well, were all freaked out, Peter." he stated. "And at this point, since we can't afford a lawyer of our own, were forced to actually pay for Flash's medical bills, which now put us in further financial turmoil."

"Aw man…" hearing this could only make Peter feel even more terrible. As if hurting someone wasn't enough, the fact that his family is suffering for it made him feel like he's six feet into the ground. "Well, hey, look, can't I pay for it. I mean, I'll do community service or…"

Suddenly, May's eyes shot right up. "And have you traveling with people who have done real crimes? Like robbing banks and assaulted other people? Not in this lifetime!"

"May, please." said Ben as he gently put his hands on his wife's shoulders to calm her. "Look right now, let's just focus on getting this whole thing settled, and as far as money goes, we'll just have to save up just like last time."

After finally having some of the edge taken off by her husband, May nods and turns to Peter. "In the meantime, kiddo, you are grounded for a week for not telling us this ahead of time."

"Aw man…" Peter groaned.

May gives the young man a raised eyebrow. "Or, if you want to push you luck, we can make it two weeks."

Hearing this, Peter remains decides to just keep his mouth shut.

Needless to say, May knew she was in charge as she crosses her arms. "I thought so."

With a smile towards his wife, Ben turns to Peter with somewhat of a gentle but equally stern look. "And since your now not going anywhere important, use your spare time to remember this. We are a family. An unlikely one, maybe, but a family nonetheless. So your problems are our problems, and if were to solve them, we need to help each other. Clear?"

Having a shamed look on his face, Peter nods. "Crystal"

_**Yep, sure did look like one of those family sitcom moments, didn't it? But still, I couldn't help but feel like a jerk at that moment. I mean, we've always been struggling with money, and now Flash's parents are suing us, all because of me getting mixed up in one stupid fight. I knew in my gut that even if we paid them, there was a chance of us losing the house and living in a Motel 6. I had to do something, but the question was how? **_

The troubled Peter walks into his room, turning on his TV before he sits on his bed. Not that had always used it as much, mostly because his normal past time was usually reading science books or mystery novels. But in a desperate situation, he was hoping some commercials would possibly show jobs in which he felt he could do to help his family in need. So far, only TV ads he were mostly related to the retail business, but suddenly, one unlikely ad hits Peter like lightening…

It showed a huge, muscular man with a bushy mustache and long blond hair. He was also wearing black and red tights, with a huge gold belt over his shoulder. "So, you ready for action this weekend?" he shouted as he flexed on camera. "Well, you bring your skinny butt down to here to Madison Square Garden, and I, Jarko Goodnight, will show you some action! Today's my big wrestling invitational! To which I'm putting up twenty thousand dollars of my money…to any unfortunate victims who think they can go toe to toe with me! So, if any wrestler or any pint sized geek thinks they got what it takes to beat me and get five thousand dollars richer…then bring it on!"

_**This had to have been the craziest, most insane thing I could have ever thought of! But if I was going to help out getting money, crazy was the only option I had. **_

Wasting no time, Peter quickly hops up and walks over to his desk and opens his drawer. Inside was a small envelope, and upon taking it out, he opens it and pulls out what must be at least twenty to twenty-five one dollar bills. From how they felt, being almost tangled and watted up, it was almost as if he was saving for something. "Well, so much for that new computer." Peter said with a sigh as he placed the bills in his pocket. Also, he walks over to his closet and pulled out a red, long sleeve shirt. After which, he runs over to his window, and uses his new crawling ability to crawl down.

_**I felt bad to leave the house like that, especially after being grounded. But time after time, I had to convince myself that it was for the best, even when I made my way out of the neighborhood and over to a small sports store that was nearby. With all of my saved allowance that I saved up, I used it to by a ski mask. Naturally, I had to convince the store clerk that I wasn't using it for committing a prank, or crime, or both. So far, the only convincible story I had was that I was using it in making a costume for a sci-fi convention. And thanks to my geek clothes and lifestyle, he bought my story and sold it to me. As far as getting to the Garden…well…that would be a little bit difficult. So, I had to improvise. **_

A public bus in seen on the road, with half of the people inside are excited while talking about the huge wrestling event that will take place. However, underneath the bus, and holding on to dear life is Peter, trying to stay in one piece and not fall off and end up as road kill.

_**Not exactly a limo ride. With everything underneath the bus being all greasy, and being so loud, you can barely hear yourself think. But, on the lighter side, it's heading to Madison Square Garden with wrestling crazed fans inside, so this makes it my right. And at this is one of the reasons why I'm hoping that I'll win the prize money, that way, I'll have enough money to get a taxi. **_

Finally, after twenty minutes, Peter could feel the bus slowing down and beginning to stop. "Oh…thank God!" he said rolling his eyes, and also cough out smoke coming from the muffler. Peter looks to the side to see people getting off the bus, and after seeing one man get off, he sees this as a way to make his move and drops down on the ground, rolls out from under the bus, and quickly runs over behind a wall upon his arrival at…

**MADISON SQUARE GARDEN, 2:****00**** p.m.**

Inside the Garden itself, a line was formed, consisting of many people taking on Jarko Goonight's challenge. Some were wrestlers from small independent promotions; others were dressed in white uniforms, indicating martial arts background. The register clerk, a middle aged, overweight woman, signs the name of one giant wrestler that comes to her. "Thank you sir, and good luck." she said handing the wrestler a small piece of paper as he walks out to the curtain to meet the already raving Jarko outside the ring. After which, the clerk finishes writing. "Next!"

"That would be me." came the voice of Peter, only this time, as he steps up to the table, he is dressed in slightly greased red shirt, and now hiding his face wearing the ski mask he bought earlier.

The clerk, however, was not so easily amused by his get up. In fact, from just his small stature, she found it very difficult to take him seriously. "Uh…your part of a prank from one of the crew members, right?"

"Uh…no, I really am here for the twenty thousand dollar challenge." replied a slightly annoyed Peter, but still knew that something like this would come his way. "Look, trust me, I'm way stronger then I look."

With a raised eyebrow, followed by a sigh, the clerk returns to her paper work. "Well, I'm not paid to judge people at the door. You got a name?"

At that point, Peter's mind stopped! Of all the things he things he thought through for this plan, he couldn't think of a simple name to protect his identity, especially since he wasn't on his family's good side at the moment. "Uh…yeah, it's, uh…" He looked around with his eyes, and as if fate came to help him, he noticed a small spider crawling down from the corner. "Spider…uh, man!" he replied with slow smile, and coughing to make his voice sound macho. "Spider-man!"

"…Yeah, whatever." said the clerk, writing down the young man's new name on the paper. "Anyway, before you proceed. You realized that Global Championship Wrestling is not responsible for any type of injury you sustain while competing."

"Yeah." Peter answers with a nod.

"Okay, here you go." The clerk hands Peter his piece of paper. "If you'll just make your way through that curtain…good luck…and God be with you."

Taking the clerk's words into consideration, Peter makes his way to the curtain. Later, he's quickly stopped by one guard, but looks from one curtain to see Jarko Goodnight himself hard at work, grabbing one wrestler by his hair, then throwing him over the top rope of the ring, and sending him crashing right through a table on the outside. Needless to say, this was enough to slightly freak out the young man.

The guard, also watching the match, turns and looks at Peter. "Looks like your next, pal…tag please."

"…Lucky me." Peter replied handing him his tag to the guard, who later gives it to the announcer, a man dressed in loud flashy clothes and holding a microphone.

The announcer could only take a double check once he looks at Peter. "Uh…okay…."

"Okay, before you say anything, yes, I'm serious." Peter says holding his hand up.

Though still taken upon all this, he still had the mindset of just doing his job, but still hope that Jarko goes easy on the young man. "Right…well, best of luck to you, kid. And I mean the BEST of luck." He tosses the card away and steps back outside the ramp with microphone in hand. _"All right, ladies and gentlemen, let's hear it for David Bundy!" _

The defeated and injured Bundy is seen rolled up the ramp on a stretcher by two medics. "Oh god! My ribs! My ribs!"

Seeing this, Peter is now beyond nervous. "Okay…I am officially freaked out now."

"Hey, you're like the tenth person who's said that today." said the guard in an unemotional tone.

"_And now wrestling fans, we have another brave soul whose ready to try his luck __for twenty thousand dollars!__" _said the ring announcer through his microphone, then reads the card._"__So please, give a big GCW welcome to…the Spider-man!_

As if on cue, the guard shoves Peter into the alter, where the spotlight shines directly on him. "Oh…boy…" Peter utter as he walked down the ramp. He was getting many reactions from the loud crowd about his appearance. Some laughing…and others booing, thinking this was just a waste of their time. This almost reminded him of all of those years of other kids doing this to him growing up. He keeps this in mind…letting it grow into anger. Fueling his motivation to participate in this match, especially with a giant as the one he's about to face.

Jarko, on the other hand, is just seen laughing like crazy as he sees his young opponent step into the ring. Needless to say, he grabs a microphone from a worker on the side of the ring... "Oh god…you? Come on, kid, I've sure as hell have got better things to do then dealing with you. So, why don't get out of my ring, get out of this building, and pick on someone your own size…like one of the Olsen Twins."

Just before Jarko could hand the microphone back to the official, Peter snatches it from his hand. "Yeah, it's a funny thing because I just spoke to the Olsen twins; they said they wanted you to stop stealing their haircut!"

With 'ohhs' heard throughout the whole building, Jarko's eyes were now wide open with anger as he yanks the microphone back. "All right you little ass! I tried to be a nice guy, but since you're asking, I'm going to tear you apart in fifty pieces and mail them to every state!" The now intense wrestler throws the microphone to the ring man, and almost shatters with great strength.

"_**Oh yeah, that was a smart thing for me to do. Open my big mouth and **__**tick off a muscle bound monster! But it was just…I don't know. When I said what I said to Jarko, it felt like some sort of release. I don't know if it was my new powers, or the fact that I was wearing a mask so this guy wouldn't find who I really am and start hunting me down, but for that one moment, after years of being everybody's punching bag, I was now the one throwing the blows! Thing was, I had to avoid HIS blows first!" **_

The bell rings, and Jarko is the first to attack by going for a clothesline. However, the young "Spider-man" sees this and is able to duck and roll underneath it. Quickly, Jarko stops in his tracks, turns around, and later goes for a front kick into Peter's gut.

After standing back up, Peter feels his 'spider-sense tingle', prompting to spin around and sees the kick coming his way. As such, he holds his arms in front of him in an 'X' fashion to block the kick, then pushes the foot away from him.

Though Jarko staggers backward at first, his back ends up touching the ring ropes, which stop him and give him the boost needed to run towards Peter! The angered wrestler then goes for a mean right hook, which Peter quickly ducks and successfully avoids.

_**Well, another thing that made me feel a little bit better is that Jarko was allot bigger. So, unlike Flash, he could take whatever I can dish out on him. But, since I was still experimenting with my strength at the time, I had to try and take it easy on him a little bit, and at the same time, not get pounded into a bloody pulp. **_

After standing back, Peter sees and quickly holds up his left arm to block an incoming left hook. In an effort to counter attack, the young man takes his right leg and attempts to throw a right front kick to Jarko's abdomen.

However, Jarko sees this attack, shows surprising quickness for a man his size by take both hands to grab hold of Peter's right foot and stops his attack.

With his attack blocked, a desperate Peter soon jumps off of his standing left leg, and uses it to deliver a hard round kick to Jarko's head! Not only does this counter attack release Jarko's hold over the young man's foot, but also causes the giant wrestler to kneel down in a daze. As for Peter, he lands safely on all fours onto the canvas.

After shaking off the effects of the kick, Jarko is somewhat amazed. For someone so small, how could his opponent possess the power of a super heavy-weight? Not to mention having great eye-catching speed and agility which no doubt has caught the crowd's attention, and in his mindset, steals his spotlight. This is enough for Jarko to pop back up on his feet, and try to stomp Peter right through the canvas.

Fortunately for Peter, he spots this from the corner of his eye, and hops out of the way of Jarko's huge boot to avoid getting literally squashed. Upon which time, he ricochets off of the top turnbuckle, and in the process, clamps both of his fists together and bashes Jarko on the right side of his face. With his large opponent dazed and confused, and himself still in mid-air, Peter throws his feet out in front of him to stick onto the top rope and gain good balance off of it. Amazing the crowd with his tremendous balance, Peter carefully turns around, then jumps off of the top rope and straight towards Jarko himself, where he bends both of his legs and kicks the wrestler in his chest with both of his feet, sending his massive opponent into the ropes.

However, the long-haired bulldozer of a man quickly grabs hold of the top rope to stop himself, and sees Peter flip backward in mid- air and lands on his feet in a defensive position. As such, Jarko once again uses the ropes for an extra boost and runs over to Peter at full force. Only this time, he is able to anticipate Peter's next move, who is about to throw a defensive front kick. As such, Jarko uses his left hand to swat the young man's foot away in a backhand motion, and uses his right hand to grab hold of Peter's throat! With a firm grip on the young man's neck, Jarko lifts up his young opponent up in the air and slams him back first onto the mat.

Naturally, Peter could only arch his back in pain upon impact. After rolling on his stomach, the only word the young man was able to utter was..."….ow….."

Jarko sensed victory as he rolled Peter on his back and hooked his leg up to pin him. Soon after, the referee shows up just in time and slams his hand on the mat two times. However, before he could slam it a third time, Peter somehow summons enough strength to push Jarko off of him and almost sends him halfway across the ring.

Despite being surprised by this, the referee holds up two fingers, showing the crowd that the match was almost over, but it's still on.

Now free, the acrobatic Peter draws both of his legs into his chest, rolls back while he puts both of his hands next to his ears, then kicks his feet upward while pushing himself up, popping back up on his feet, while right in front of the left corner of the ring.

Jarko is able to get back up too by using the ropes to pull himself to his feet. Still having Peter in his sights, the focused wrestler runs forward at top speed, hoping to ram his young opponent into the turnbuckle.

However, Peter was more alert than ever as he jumps and flips over Jarko's head, making him ram sternum first into the top turnbuckle.

After landing perfectly on his feet, Peter turns to see Jarko walking backwards his way while clinching his chest in pain. As such, he capitalizes by quickly giving his oversized opponent a leg sweep, forcing Jarko on his back.

However, Jarko shows his share of flexibility by rolling backward on his back and back up into a crouching position.

Peter sees this and later throws a punch to try and stop Jarko from getting momentum. However, the huge wrestler avoids this by tucking his head underneath Peter's arm, and later reaches his arm the young man's chest and around his neck with his massive arm and places his other arm against his back. To capitalize, Jarko lifts Peter up in the air and falls forward, slamming his young opponent down into the mat back first. This time, Jacko does not pin Peter for the win, but instead grabs him by his head and forces him back on his feet. Also, at the same time, he begins to pull Peter's mask off of his head in an attempt to reveal him to the wrestling fans.

In Peter's mind, Jarko had now crossed the line. True it was to protect his identity, but it also felt like he was go to strip him naked in front of the whole audience. Desperate as he tried to keep Jarko from removing his mask, Peter makes a fist with his one free hand, punches the wrestler in his abdomen, which to his surprise, knocks the wind out of him.

The bent down and wended Jarko was now in total shock. It was weird enough that he nearly pushed him out of the ring from that last pin attempt, but now for someone as small as Peter to pack a mean punch…this made him think if whether or not he was in a dream.

Meanwhile, now free from Jarko's grasp, Peter tightens his left fist, then jumps up and nails the bending Jarko with a rising left uppercut. While in the air, he could see that the punch has still not knocked Jarko off of his feet. As such, Peter controls his fall by flipping forward and planting his feet on Jarko's shoulders. From then on, Peter uses his left hand to grab hold of the back of the wrestler's head, and uses his right fist to deliver fast straight punches to his face.

Despite taking blows from the agile man clinging to him, Jarko manages to uses his right hand and grabs hold of Peter's wrist to stop his punches. From then on, Jarko places his left hand on Peter's abdomen, and shoves the young man off of him.

Though Peter landed hard on his back, he manages to roll backward and stand back up on his feet. Afterwards, he soon gets in a defensive stance, ready for attacks from Jarko, who by now has a bloody nose.

After watching Peter stand up on his feet, Jarko gets back on the attack by lunging himself forward and rams his shoulder into his young opponent's abdomen, slamming him into the corner. After backing away and letting Peter slump into the corner slightly, he faces the crowd and runs his thumb across his throat, meaning that the end of this match is near. Upon which, he charges into Peter once more to apply more damage.

However, Peter is able to see this coming, and just before Jarko could literally squash him into the corner, Peter hops and leaps backward, and in the process kicks Jarko in his chin, stunning him momentarily and forcing him to stagger away in pain, and giving Peter enough space to land perfectly on the top turnbuckle.

_**Well, at least he took it better than Flash. But, as fun as it was, I still had a family and house to save. So, long story short, it was time to end the match, but in a big way!**_

Peter waits for Jarko to stand at the position he wants him to be, so he can give him a high impact more to finish him for good. As he waits patiently, he could hear the crowd chant 'spidey' throughout the whole building, which nonetheless gives him chills that run up and down his spine. After shaking it off to regain focus on the match, Jarko finally stands right where Peter wants him, and the young man jumps off of the turnbuckle, flips forward in mid-air, and plants both of his feet into his dazed opponent's chest, pinning him flat on his back and on the canvas. After which, he later grabs and hooks both of his legs over the big man's shoulders, and the referee soon makes the count with the audience counting with him.

"One….Two…Three!"

The match was over, and with the referee standing up with him, Peter gets his hand raised in victory with the crowd standing and cheering for him….which gives him a huge smile on his face and underneath his ski-mask.

_**God…I could never explain the feeling of having an entire ocean of people cheer for me like they did that day. All I can say is…I'll never forget, and it was one of the few things I felt that I actually did right for a change. And of course…when I came to pick up my money…another great thing happened. **_

Inside an office, Peter is given the money in cash by the promoter himself, a trim man looking sleek and suave.

"I gotta tell ya, kid. You're a natural." said the promoter with a smile. "Not many people can get the audience into a frenzy like you just did."

Peter laughed somewhat flattered as he puts the money in his pocket. "Yeah…it's a gift, I guess. Anyway, thanks."

Just as Peter was about to walk out the door, the promoter stood up. "Well, how'd you like to use that gift for GCW…on a full time basis?"

Hearing this, Peter couldn't help but stop in his tracks, and turn to the promoter in disbelief. "What…me? Just like that?"

"Well hey, the fans like you, so I don't see any reason why we shouldn't run with it." The promoter walks off from behind his desk, and walks to the still stunned teenager. "Besides, that money may have been given to you from Jarko's pocket, but I'll pay you twice as much if you wrestle every night for us."

Peter's mind was still completely blank from a request like this. Twice as much money every night? Not only would it be good for his family, but he can finally show the world that he really is somebody! And on that note, the answer could only be one thing. "That…that would be great! You got yourself a wrestler!"

The promoter happily shakes Peter's hand. "Hell yeah! That's what I like to hear! Oh, uh, just one more thing, though."

The promoter then walks over back to his desk, opens a drawer, the pulls out a huge bag which he throws to Peter. "You might wanna try this on in your next match. No offence kid, but as good as you are in the ring, your taste in fashion sucks."

"Yeah…" Peter replied with a slight laugh. "I sort of expected that."

_**Well, even though I wasn't considered a colored coordinated hero yet, that's not the point. When I got home later that night, I was still happy to know that I gave Uncle Ben and Aunt May a great surprise. **_

* * *

><p><strong>PARKER RESIDENCE: 4:01 p.m.<strong>

* * *

><p>In the living room, Ben was busy trying to figure out bills, when May comes with in an envelope and a huge smile on her face.<p>

"May?" asked a confused Ben. "What is it?"

"This…" May opens the envelope and pulls out twenty thousand dollars in cash, with a note attached.

Upon seeing this, Ben jumped right out of his seat to see the money first hand, just so he can convince that he wasn't dreaming. "Who in God's name sent us that much money?"

May didn't answer at first, as she struggled to find the right words to answer. "I…I don't know. The note just says…"This should help you in your financial woes. Signed, a friend."

Ben stared at the envelope for a long time, and then shrugged as he looked at his wife. "Well, whoever the hell he is, he's my friend now."

Meanwhile, upstairs in his room, Peter was listen to his Aunt and Uncle's conversation by putting his ear to the door, and smiling from how pleasantly surprised they were. After which, he soon puts on a mask…only this time, it was different. It was completely red with two, bug-eyed lens, and as he looked in the mirror, he saw what he looked like when he was wearing a blue and red matching spandex suit, which completely showed his toned, muscled body. Which, Peter jokingly said to this to himself. "Sometimes…you wear the stretchy pants…just for fun."

_**And man, was I having so much of it. But…sadly…it didn't last. And to make it worse…someone I loved dearly paid the price for it. **_


	5. Chapter 5

_**For a while, things were pretty good. We now had income keeping us going and I was getting it by laying the smack down on big guys on a nightly basis. But wasn't quite the same venue as the Garden, though. When I first officially started wrestling, the fight promoter decided to book my matches to a small arena the GCW owned, so I can get a little bit more experience in the ring. Which really wasn't bad at all. The building was closer to my house, so there was no worries as far as transportation goes. Plus, I got to meet some interesting people… **_

* * *

><p><strong>THE GCW ARENA<strong>

* * *

><p>Hours before a show, Peter is once again in his 'Spider-man' get up, sparring with another masked wrestler. Judging from the skin tone from his upper body, he appeared to be of Asian descent, wearing the colors white and gold, and his mask looked like the cross of a ninja and the head of a falcon. The masked wrestler manages to knee Peter in the gut and quickly grabs him in a front face lock. Later, he picks the young man up high in the air hoping for a suplex, only to have it countered when Peter uses what flexibility he has to twist his body as he's going down and lands on his feet and behind the mask wrestler. Then, Peter wraps his arms around his opponent's waist and perfectly executes a belly to back suplex, slamming the masked wrestler shoulders first into the mat. The masked wrestler manages to roll back up on his feet at that, but is still knocked quite loopy.<p>

_**Like Seina Takahashi…who's known by many in wrestling as the Falcon Arrow. He, as well as the rest of the people I wrestled with, truly did help me out a great deal while I was there. Not only did they show me some cool moves, but they also helped me in setting limitations as far how to use my strength. This especially helped when I wrestled Jarko a couple of more times. Each match we were in, he held a grudge… **_

In one match, Jarko is lying flat on his back and barely conscious. Standing on top of him is none other than Peter, who has his hand raised in victory by the referee.

_**But, of course, the outcome was always the same. Me beating him on a grand stage, and proving not only to Jarko or anyone else watching, to the world that Peter Parker had finally gone from an easy target for bullies to step on…to someone finally doing the stomping! And man, was I enjoying it! But, the age old problem with fame was if you let it go to your head, you lose focus of what's really important. And sadly, I was no exception. And I will never, ever forget the consequence that came with it the night it all came to me…right when I decided to borrow Aunt May's sewing kit to make a few changes to my costume… **_

* * *

><p><strong>PARKER RESIDENCE 6:34 P.M.<strong>

* * *

><p>In his room, Peter runs black thread through the red cloth of his costume…making that of a web pattern. Despite wearing Band-Aids on almost all of his fingertips from accidently poking himself, the young man does show some impressive skill, even for a science grad... Finally, he bites off the thread, and holds up the shirt of the suit with smile on his face. "Ladies and gentlemen!" he said with accomplishment. "Spider-man…has webs!" As he puts the suit down on the table, he turns his attention to the TV, there; he sees a commercial of Norman Osborn raising his arms in victory in front of cheering crowd on stage being flooded with confetti. "The Osborn Administration would like to say thank you America." came Norman's voice on the TV. "And I promise you…changes are coming for this great land out ours…huge changes for the better."<p>

_**Oh, but let's not forget…Norman Osborn, the billionaire father of my best friend, who was running for president, won the election at that point in time. Soon as he took office though, he started weird new laws, one in which has pissed allot of people off, namely super-humans. The Superhuman Registration Act, to which anybody possessing superpowers or just going around in a costume helping people are to be registered to the US government, and turn in their identities to become super-cops. Some accepted with flying colors, but there were some who were just mad as all rip, namely guys like Captain America, Thor, the Fantastic Four, just to name a few. So mad, in fact, that they even tried to fight the system…and they haven't even been seen or heard from ever since. Still, I tried to talk to my friend to try and help him get through this rough time. I tried to instant message Harry after the election, but so far no answer. Which at first thought was understandable. I mean, with his Dad being the commander and chief, he's now busy being 'the first kid' of the us. Still missed him though. **_

The commercial finally ends, and a male voice is heard. "Were back live at the GCW arena folks, and Jarko Goodnight is currently making easy work out of his opponent." Peter was watching wrestling so he could keep a few good tabs on what wrestling moves to practice and try, and hopefully to watch himself on TV to check out his performance, to see if he's doing well or needing improvement. Unfortunately for him, he was only watching a championship match with Jarko Goodnight pinning and beating his opponent. As he receives a mixture of cheers and boos, Jarko raises his hands in victory, but does so by making hand gestures that would be more suitable to a heavy-metal crowd, more specifically just extending his thumbs, index, and pinky fingers.

Needless to say, this caused Peter to roll his eyes in annoyance. "Nice Jarko…why don't you just rip off Ozzy Osborne while you're at it. I maybe weird, but you'll never see me do this…" In sarcasm, Peter makes the same hand motion, pointing it to the left. In doing so, however, he unknowingly presses the tips of his middle and ring finger into his palm, and out of nowhere, a web-line shoots out of his wrist and sticks to a lamp. Something that catches Peter completely by surprise.

_**Now that was freaking**__**…and **__**kinda gross. But all and all, that proved that Spider-man really did have webs! I knew I had to do a little bit more testing to see what else the spider-bite was doing to me, but I was too busy in getting all excited from all the cash I was making, I didn't really care. I just thought of it as being something to use for the next show. Something I couldn't show everyone at the moment. **_

The door knocks, which makes Peter pull the line back, and bringing the lamp with him.

"Peter!" called the voice of Aunt May. "Are you okay?"

"Uh…yeah, but I'm not decent!" Peter replied in the half-truth. In pure panic, he throws both his costume and the lamp underneath this desk, as well as turning off his TV. After which, he sits somewhat casual, as if he wasn't doing anything. "Okay."

Finally, May walks in and looks quite worried, seeing as how stiff Peter was, as if he was hiding something. "Peter, are you all right? What were you doing?"

"Me? I…I was just…" In one last ditch effort, he holds up one of his jackets. "I was just sewing the sleeve on this. And, thanks for the sewing kit, by the way."

May gives her nephew a skeptic look. "Right. Well, now that you're done, your Uncle and I want to see you downstairs, now."

"Oh…uh, okay." Peter gets up from his chair, slightly hesitant as to what they want to see him for. But, before he could, he realized he was booked in another 'dark match' later on tonight at UCW arena, to which he grabs his suit in a flash and stuffs it in his back-pack. After which, he makes his way out the door and follows his aunt downstairs into the living room, where his Uncle Ben is sitting in the living room waiting for him.

"Hey, Uncle Ben…" his usual greeting is not returned due to a disappointed and almost sad look on Ben's face. "What's up?"

Ben holds up a piece of paper which is actually Peter's high school report card, showing that his once A's in academics and C in gym…are now replaced by B's…followed by C's. "We saw your grades." He said putting the card down on the table. "We need to talk."

Peter soon sees where this is going, and nonetheless takes a seat, knowing that this conversation had to come sooner or later. "Okay, look, I know it looks bad, but you don't have to worry, because…

"Why?" Ben interrupted. "Why don't you want us to worry that your grades start slipping in a matter of days?"

Peter lets out an aggravated sigh, always hating the feeling likes he's being treated as a child. "Uncle Ben, their just grades! I can make them go up again, no big deal!"

May angrily joins in. "It is a big deal to us, kid! Especially this change in your attitude!"

"Well, maybe it's just part of me growing up?" Peter replied with somewhat of a smug exterior.

This causes Ben to stand up in his chair. "Growing up requires being modest and mature enough to stay focused on more important things, Peter! In your case, keeping up with your school work and not lying to the ones who love you the most!"

Peter soon raises an eyebrow on hearing this. "What are you talking about?"

"Care to explain those "friend" envelopes we've been getting, Peter?" May asks as she crossing her arms.

The young looks shocked once he hears his Aunt say what he would fear the most. "What, some letters from some guy who send us money? You think I would know about that?"

Ben walks up slowly to his nephew. "We don't think that, kiddo, we know. Because Mr. Watson from across the street called us last night and said she saw you sneak out from your bedroom window. Then hours later, slip an envelope underneath our door. Now, seeing his how we've heard this from neighbors…we want to hear your side of the story. Are you this 'friend?" And if so, how have you been getting that kind of money?"

"Uh…I…" He knew they had a right to know, but he feared with these new changes, they would never understand. So, with a painful sigh, he gave them a sad but only answer he could muster up. "I…can't tell you."

Ben could not help but groan after this response. "Peter, please don't tell me I have to go over the family honest speech again!"

Peter stands up from his seat, in his usual teenage defense mechanism . Look, what I'm doing, its helping pay the bills! And I'm trying to help out around here…for you! Jeez, I wish you guys would at least appreciate that!"

"And nobody's saying that we don't!" Ben interrupted. "It's just that your Aunt and I would feel allot better if we knew you were getting paid by working a grocery store like any teenager, instead of doing God knows what!"

"Guys, will you please chill?" snapped the young man, throwing his hands in the air. "I mean, it's not like dealing with mob bosses or anything like that!"

Despite fighting tears, Mary once again interjects, only this time with a mixture of anger and concern. "We don't know that, Peter, because you don't tell us!"

At this point, Peter was trying his hardest not to let tears roll down his face. "I don't freaking need this!" The teen is about to storm out through the door, but his Uncle cuts him off.

"Peter, hold on!" said Ben with a deep sigh. "Let me just tell you two things. One, even though what you just said was not a curse word, it's still not allowed in this house, so watch it! And two, we can tell that your heart is in the right place by chipping in, Peter, but shutting your family out is not the answer! Not for the men in the Parker family!" At this point, tears are clearly visible in the eyes of Ben's nephew, and he continues, knowing that he now has Peter's attention. "Peter, you may not believe me, but I know that since your growing up, you're feeling confident, like you can take on the whole world! And apparently, from whatever it is you're doing, you must feel a great sense of power. But a true, good man must never lose sight of more important and not let power of whatever form go to his head…" The caring uncle puts both of his hands on Peter's shoulders as he tells him this one lesson he heard from his father when he was a young man. "Because with great power…comes great responsibility."

Still feeling like he's being talked down to, an angry Peter backs away from his uncle and runs to his room.

"Peter, wait!" The old man jolted as fast as he could, but by the time he and May got his room, Peter was now long gone and with the window wide open.

However As the worried Ben and May looked out the window in search of their nephew, Peter was actually on the center of the roof of their house and carrying his backpack containing his spider suit. From then on, the young man ran off and bounced from roof to roof, wiping tears from his eyes and he now headed over to the arena for his match.

_**More than any punch or kick that Jarko could give me…that had to have been the most painful experiences I have ever had. Uncle Ben and Aunt May were only trying to help me, but I couldn't see that as clear as I do now, due to the fact that my ego had grown to the size of the city itself. But at any rate, I had a chance to let out all of my frustration that night when I wrestled. **_

* * *

><p><strong>GCW ARENA<strong>

* * *

><p>Back in the ring, Peter dons his newly altered suit and is seen holding another wrestler, a huge bald headed man dressed in what looks like mixed martial-arts gear, over his shoulders then slamming him onto the mat. Later, the webbed hero hooks the leg, gets the three count, and the victory, being rewarded by a cheering crowd. Just minutes after he walks out of the ring and up the entrance ramp, one of the backstage crew members gives him a hand sign to come follow him.<p>

_**Of course, just as I did let all the anger out, more and more stress just piled on, and in the most messed up way imaginable. **_

As soon as he showed into the office, Peter walks in and sees the promoter himself with a troubled look on his face as he sits on top of the edge of his desk.. "Hey boss, what's up?"

"Not much." replied the promoter with a sigh. "Listen, I…need to tell you something important. Wanna sit down?"

"Uh, actually, no thanks. I gotta hit home in just a few minutes. But why, what's on your mind?"

The promoter walks behind his desk and sits down in his chair. "First off…let me just say you've done one hell of a job in the ring. In fact, some of the boys in the locker room have learned a thing or two from you."

Shyly, Peter scratches the back of his head. "Uh…thanks. All in a good days work, I guess."

The promoter then leans forward, in a way to show that he's being blunt. "And that's the reason why I called you in here….I'm afraid I'm gonna have to let you go."

Naturally, the surprised Peter almost screamed at the top of his lungs when he asks "WHAT?"

The promoter holds both of his hands up to try and avoid getting pummeled, know the young man's prowess first hand. "Easy, easy! You see, as well as the fans, allot of the higher ups and wrestling critics have been watching your matches, and they've grown concerned about how a guy like you, who has a body that makes David Spade look muscular, is able to lift guys ten times his own size! So I need to ask, are you a mutant, take super steroids, what?'

Hearing this, Peter knew full well he was now in trouble. He knew that the promoter, as well as the people he just mentioned, had every right to be suspicious of his abilities. "No, its…its hard for me to me to explain."

"I'm afraid that's out of the question, kid." The promoter said as he leans back in his chair. "Since the new man in office started that whole new Superhuman law, allot of people have been so gung ho about safety when it comes to meta-humans. Now I ain't saying that you're gonna intentionally break somebody in half, but I don't want my business to get caught in a scandal on how we my guys get beat up by a small kid that could bench press the Hulk. So, I'm sorry Spidey…but I got no choice."

With clinched fist and gritting teeth, Peter turns his head away and heads out the door. "Fine…if it will make you feel so much better and safer, I'm out of here." Just as he opens the door, he looks at the promoter one more time. "But tell your bosses and those other no-it-all pricks to not be so jumpy before they consider a human being an engine of destruction!" With that said, Peter storms out of the office and down the hall. Many people looked at him as he stomped his way to the elevator, one of them being Jarko…who has a smirk on his face as he makes his way to the ring.

Angrily, Peter presses the button next to the elevator and waits for it to come up. But just then, he feels another tingle in his head, but on a very small scale. Indicating the danger was not as severe, but still there. He turns around, and sees a man in his twenties, with bleached blonde hair and goatee, running off with what appears to be a small CD.

Hot on his trail is one of the security guards. "Stop him!"

"…Oh please…" said Peter who, despite being able to knock him into next week, takes one step backward and allows the thief to run passed him and into the elevator as soon as its doors open.

Just before the door closes, the thief takes a look at Peter and replies. "Thanks pal." After which, the doors soon close just as the guard arrives.

The guard himself angrily pounds his fist on the door and turns to Peter. "What the hell were you thinking? Why didn't you stop him?"

An annoyed Peter soon crosses his arms as he looks at the guard to reply. "You make it sound like it's supposed to be my problem."

Appalled, the guard heads for the stairs in hopes of maybe trying to cut the crook off that way. By which time, another elevator next to the one that just closed opens up, to which Peter stops inside, and presses the button going down to the lobby.

_**So much for leaving an impression, huh? Sure I knew that guy was breaking the law. Sure I didn't like the fact that he said thanks to me after I helped him doing the wrong thing. But at that point, in my angry head, I felt that me getting fired after helping that UCW was the straw that broke the camel's back. I was so sick of not getting yelled at, getting treated like dirt and not getting what I want in return. I felt the world owed me big time, and I wasn't going to do anything for it until it did. But…only now do I realize the true meaning of the phrase I learned back when I first took science. "For every action…there is an equal and opposite reaction." And the reaction for not stopping that guy when I had the chance…was something I will never, ever forget. **_

* * *

><p><strong>FORREST HILLS, QUEENS, 8:09 PM<strong>

* * *

><p>Soon afterward, Peter is once again in street clothes, walking to his house in a very agitated state. "Great…can things possibly get any better?"<p>

Soon after, Peter hearts faint footsteps not far from him, which soon grew louder and closer towards him. Not before long, under a street lamp, he sees who is running towards him. Mary-Jane!

"Peter!" she exclaimed somewhat relieved but still quite worried. "The whole neighborhood has been looking for you! Where have you been?"

He still had not forgotten how his Uncle found out on how he had been sneaking out of the house, to which, in what he thought he would never do, give her an angered look as if he had been betrayed. "Why do you care?"

Hearing this, Mary-Jane looked shocked and somewhat dejected. "What…? Peter, since when can't your best friend be worried sick about you?"

Peter rolled his eyes. "Well, I had no idea that best friends are supposed to rat out on each other! 'Ms Watson!"

She was now starting to see why Ben and May had reason to be worried about him, and as much as she wanted to slap some sense into him, Mary-Jane takes a deep breath to calm herself. "For the record, Peter, my Mom is the one that spotted you sneak out! But that's not important right now, let's go!"

"Really? What for?" Peter snapped. "So you can get a front row seat at Uncle Ben and Aunt May giving me another freaking lecture?"

With her patience exhausted, Mary-Jane gives Peter a very dirty look as she gives him this answer. "No, you ass! The police are at your Uncle's house! He and your Aunt are getting arrested!"

Peter soon grew stiff with shock upon Mary-Jane's explanation. After which, he soon looked at her, and gave the same answer back at the wrestling arena…only this time, loud enough for the whole block to hear….

"…WHAT?"


	6. Chapter 6

After his voice was echoing though out the block, Mary-Jane calmly quiets Peter by putting her hand over his mouth. "Yes, okay! Those 'Guardsmen' guys that Harry's dad created just showed up at your place when we started to look for you. We all knew you guys were struggling to get by, but still…"

. "My god…." said a clearly worried Peter, then quickly grabs Mary-Jane's shoulders and looks at her intently. "MJ, listen, I need you go home and lock the doors!" With that message, he starts to run off.

"But, Pete…"

"Just do it!" Peter cried back halfway through the block, leaving a worried and annoyed Mary-Jane behind.

"Oh no, Parker! You don't get off that easy!" She quickly follows him, but stays a good distance away so Peter wouldn't see her.

**PARKER RESIDENCE, 8:10 P.M.**

Meanwhile, trouble has already started to brew in Forrest Hills, as a huge van is parked right in front of the Parker house hold. As two Guardsman sit and wait in the front seat the van, two more are talking to both Ben and May on their door step.

"Gentlemen…" said Ben, trying to stay cool and calm in this situation. "I'm sorry, but as far as having money for your, well, outrageous tax payments, I'm afraid we don't have it."

The first Guardsman steps up, slowly and non-aggressive, as if he were applying the 'good cop' method. "Then, I'm afraid we'll have to ask the two of you, including your nephew, to come with us downtown."

"Don't you dare bring my nephew into this!" said May angrily, and being held back by her husband.

"May, please." Ben told his wife and turns his attention back to the Guardsmen. "Look, boys…, it's already hard enough for our nephew to grow up knowing little about his parents. But as far as the whole tax thing goes…take a good long look. Does it look like we struck gold here? Besides, my wife and I are not the only one's suffering from money troubles. So is everyone else in this neighborhood, thanks to the President's jacking up taxes."

The second Guardsman steps up in an aggressive manner. "Yeah, well, word on the street is you've been having some 'friend' loan you a big deal of cash! More than enough to help you keep going."

The first Guardsman puts his hand on his partner's chest as a way to stop him from talking. "But, if you tell us where he is, then maybe, we'll see what we can to do help you in your financial situation."

Ben almost freezes when he hears this, but May soon steps in. "We don't know this person, all right! For all we know, he could be dead or giving money to other people who really do need it…most notably ones that are being thrown out of the street because of Osborn raising taxes higher than the damn Sears Tower!"

The second Guardsman soon steps in closer to May's face to intimidate her. "Were the ones who need it, you old bi..!"

At this point, an angry Ben soon steps in between the Guardsman and May, and pushes the armored enforcer away from his wife. "Step away from my wife, you cowardly…!" he yells at the Guardsman as he falls to the ground, then gets grabbed by his left wrist by the first Guardsman.

"Benjamin Parker, you're under arrest for assaulting a Guardsman." said the armored enforcer, taking a tight grip on the old man's wrist. "You have the right to remain silent…"

As for May, she rushes to her husband's right side and takes hold of his arm. "Take your hands off of him!" she yelled angrily as she pulled her husband's arm in a vain attempt to get him out of the Guardsman's grasp.

However, as for the second Guardsman who was still on the ground, he did not take kindly to the fact that he was bested by an old man. As such, he holds his right hand up and takes aim at Ben's stomach!

By which time, Peter had just arrived not too far away from the disturbance, and was just about to join in to try and help stop it…

…**BLAM…'**

The loud sound of the fallen Guardsman firing his repulser blast can be heard all over the neighborhood, which caused a long and dreadful silence. The one most shocked by this is Ben himself who also feels sharp and immense pain abdomen, as if a large ball of fire plunged itself into his stomach. He looks down and sees a large hole in his entire upper body. To make matters worse, another hole appeared on his back, indicating that blast went right through his entire upper body!

It was a sight that shocked both the Guardsman and May to the point where they quickly let go of his arms, and allowed Ben to drop to his knees and fall face first onto the door step, with all of his blood…and life, leaving what's left of his body.

Though a good distance apart, May and Peter, both horrified by what just happened to Ben shared the same exclamation. "NOOOO!"

Inside the van, the two remaining Guardsmen see the shooting, and are completely stunned at the callousness of one of their own. But it was the Guardsman on the passenger side that took charge, and started by turning to his partner, the driver. "Get on the horn and call for a clean-up crew!" said the Guardsman, then opened his door and ran towards the second Guardsman still on the floor.

As for the Guardsman on the driver's side, all he could do was try and clam himself and soon reaches for the radio to call headquarters.

Meanwhile, May kneels to her husband's now lifeless body with tears in her eyes! Through the corner of her teary eye, however, she spots Peter trying to run towards her, and quickly holds her hand up. "Peter, no! Run! Get out of here now!"

He couldn't hear his aunt's plea, due to the fact he was so distraught over what just happened to his uncle, he just had to get to him.

However, the second Guardsman turns and spots Peter coming his way, thus prompting him to hold his open hand up, take aim, and fires another repulser blast, but this time, the target being the running teen.

Peter is surprised to see the blast coming towards him, and soon dashes to the left side to avoid, and ends up in a small open space between his and another neighbor's house.

Meanwhile, the first Guardsman manages to regain his composure, quickly bends to May, who was still sobbing over her husband's corpse. He then grabs her by her arms and forces her up on her feet.

"Take your hands off of me, you tin plated bastard!" yelled the defiant yet grieving May as she struggled to free herself from the first Guardsman's tight grip. And even with the Guardsman's armor enhancing his strength, May proved difficult for him to control as she showed plenty of fight to get loose. Mainly to get to her nephew, Peter, who she knows is in as much danger as she is and needed to protect him!

The first Guardsman was trained on how to 'effectively neutralize' any suspects who resist arrest, but remembered that he and his partner were to take the Parker family alive. A task now compromised when the second Guardsman shot and killed Ben. Nonetheless, the first Guardsman knew that he had to end this quickly, but without killing May or Peter. As such, he releases her left arm, and as she tried to use her new found leverage in a desperate attempt to get away, the armored enforcer secretly pops out a small taser built into his gauntlet. With electricity streaking between the two small metal spikes, the first Guardsman plunges the tip of the taser spikes into May's back, electrocuting her.

May lets out a loud scream of pain as she felt fifty thousand volts of electricity surge through her body! Finally, after the first Guardsman pulls the taser out of her back, the once feisty aunt falls completely limp and into the enforcer's open arms. The effects of being stunned were so powerful, the world seemed to be spinning around in May's head and she struggled to keep her eyes open. It wasn't long before her eyes finally close and she passed out into unconsciousness.

After scooping up and slinging the limp and slumbering May over his right shoulder, the first Guardsman looks at his partner and appears to be very displeased. "Well, way to screw up your first mission, pal!"

The second Guardsman, while being helped off the ground and onto his feet by the third Guardsman from out of the van, looks at his partner with a shocked and agitated look. "The hell you say?"

"In case you weren't paying attention at the 'briefing'…" the first Guardsman continued. "…we were ordered to in the Parker family…all ALIVE!"

After getting back on his feet, the second Guardsman angrily walks towards his partner as he explains his actions. "Hey, you said it yourself! The old fart 'assaulted a Guardsman'! Most namely me!"

With the unconscious May still slung over his shoulder, the first Guardsman steps in closer into his insubordinate comrade's face. "And I was arresting him for it…until YOU blew a hole straight through him! And as a result…you screwed up! And seeing is how this is first day on the job, I can see to it that you're stripped of that armor and put in a prison uniform at the Vault!"

After hearing this threat, the second Guardsman's anger quickly changes to fear, as he shows by putting both his hands up as he tries to calm his angry partner/superior. "Whoa, whoa, let's not get rash, okay." said the Guardsman in almost a pleading tone. "Look, you're right. I did screw up, but hey, two out of the three Parkers aren't bad, right? I mean, you obviously got the old biddy, who might know about this Richard Parker's secret, plus the kid is still alive and couldn't have gotten far. Let me bring the kid in, and I'll prove to you that I can be more useful as a Guardsman!"

The first Guardsman did not want to hear any excuse or promises from his upstart partner, and was just about to tell him that, as well as bring him back to the Vault as a prisoner…

…Suddenly, the argument comes to a halt when the driving Guardsman inside the van opens his door and walks around to call to his team. "Guys, I just got a call from dispatch! The Vault is under attack by a bunch of unregistered freak-shows! They need all teams to return and provide assistance!"

As far as the first Guardsman was concerned, to say that things have gone from bad to worse was now an understatement. Not only was his original mission compromised, and needed to capture Peter, but now the news of the team's headquarters was under attack by unregistered meta-humans could only make his headache much worse. All right, all right!" the first Guardsman yelled to the driver. "Tell dispatch were on our way!" From then on, he turns his attention to his overzealous partner, and to regretfully tell him this. "Congratulations, you got your wish. You find Parker's kid, and you bring him in…*unharmed!*" after barking this order to his partner, he then turns his attention to the third Guardsman. "You stay with him, make sure he doesn't screw this up!"

After delivering his last instructions, the first Guardsman hurries over to the back of the van with May still out cold on his shoulder. He then opens the back door, and safely and carefully loads May into the back. After slamming the door shut, the first Guardsman runs over and enters the van from the passenger side. A split second later, the van quickly drives off to assist their comrades at their headquarters under attack!

As for the second and third Guardsmen, they quickly run over to the small space where Peter last jumped into. However, when they finally arrived with repulser gauntlets drawn, the agile young man was nowhere to be found.

A sight that makes the third Guardsman groans in frustration as he withdraws his repulser and turns to his comrade. "Great, any other bright ideas?"

"Well, like I said, he couldn't have gone far!" snapped the second Guardsman. "You look around the house, I'll hover up in the air to see if I spot him."

Upon hearing this suggestion, the third Guardsman quickly grabs his armored teammate's shoulder as if to stop him. "Whoa, whoa, hold on! The squad leader said that sense were new, were not allowed to our rocket…"

"I know what he said!" replied the second Guardsman as he swatted his cautious teammate's hand off of his shoulder. "But times running out and if we don't act, we'll lose the kid! So if you have a better idea, now would be a good time to tell me!" The anxious second Guardsman waits a few minutes to wait for a reply from his reluctant partner…but does not get one. A with that argument over, the second Guardsman acts on his plane by clipping his heels together and thus powering up the thrusters underneath his boots. Finding out first hand on how powerful his jet boots were, the second Guardsman points his repulsers downward, and remembering short training exercise from when he wore the armor, he projected small thrusts from his gauntlets and manages to stabilize himself as he rises upward into the air.

As for the third Guardsman, he lets out a sigh before cautiously walking into the space searches for Peter, seeing if he is indeed hiding in a bush in the backyard. 

Just as the second Guardsman hovered up right between the upper and lower section of the house, he receives a very unpleasant surprise.

That surprise was that of Peter, who had been sticking to the side of the second story of the house. Once he sees the Guardsman float up to the level he wanted him to be, the young teen jumped off of the wall of the house with his legs apart, then straddles around the Guardsman's shoulders. Wrapping his legs tight around the armored enforcer's neck, Peter uses his lower body strength to force his flying attacker to turn around, then makes his move by leaning backward and uses his legs to throw the Guardsman down to the street.

While Peter flips and lands safely on all fours, the Guardsman ends up crashing down on his right side in the middle of the street, leaving small crater in the street.

The third Guardsman saw Peter's attack when he made his way into the Parker's backyard, and couldn't believe what he just saw. _"No freaking way!" _he thought in disbelief. "_How can a kid be strong and fast enough to do that to a guy in armor? And how did he stick to the wall like that? Could he be a mutie…?" _With all these questions racing through his mind, the third Guardsman was soon shocked back to reality as he saw Peter standing back up on his feet, but still facing the other Guardsman that he just threw into the street. _"Well, we can find that out when we get him back t__o base! Best take the kid down now while he's not looking." _With that mindset, the third Guardsman quickly pops out a small taser from his right gauntlet and uses his jet boots to dash forward and head straight towards the unsuspecting Peter.

Fortunately for Peter, he is alerted of this sneak attack thanks to feeling the tingling sensation of his spider-sense, which prompts the young man to turn around and see the third Guardsman speeding his way. Acting fast, Peter uses his incredible flexibility to lean all the way backward and all his armored attack to pass by above him, narrowly avoiding the taser strike.

Realizing that he missed the limber teen, the third Guardsman quickly kicks his feet out in front of him and uses his rocket boots to stop himself. After safely hovering down the pavement, the third Guardsman turns around and charges towards Peter once again with his taser still drawn.

Just as Peter stands up right, he feels his spider-sense return and quickly looks over his shoulder and sees his armored opponent rushing towards him and throws another taser strike in a straight punch motion. Acting fast, Peter jumps and flips over the third Guardsman, once again avoiding his attack. While upside down in mid-air, Peter takes both of his hands and places them both on the Guardsman's helmet, balancing on the officer's head. From there, the young man brings his feet down and plants them on the third Guardsman's back. He finally uses his armored opponent as a boost and jumps off of him, which not only helps the teen jump back into the air, but because he was still holding on to the Guardsman's helmet, he yanks it off of his head as he launches himself up and flipping forward into the air.

As for the now helmetless third Guardsman, all he can do was stumble forward after being kicked in the back and eventually fall's chest first onto the ground. After shaking the cobwebs out of his head, the frustrated Guardsman quickly pulls himself up and turns around to see Peter has sense landed on his feet…and holding his helmet. The annoyed officer then pops out another taser from his left gauntlet and runs towards Peter once again, determined more than ever to take him down.

Upon landing, Peter knew in his gut that the Guardsman was not down the for the count just yet. And not waiting to his spider-sense to kick in again, he turns around and sees the unmasked Guardsman rushing towards him with two tasers drawn this time, and goes to jab the left taser into Peter's chest in a jab motion. Acting fast, Peter instinctively leans to the left side to avoid the taser strike.

After missing once again, the unmasked Guardsman soon feels his frustration grow to anger and pulls his left taser back, only to take the one in his right hand and throws another taser jab at where Peter was leaning, hoping to hit the young man in the face.

Peter, after spotting this next attack, quickly ducks under the third Guardsman's taser strike and moves to his right side. After which, he finally makes his counter attack by taking hold of the Guardsman's helmet with his right hand, rises up and uses it as a weapon by ramming it into the third Guardsman's unmasked and unprotected face.

After taking such a punishing blow with his own helmet, the only thing the third Guardsman could do was fall down to the street pavement, and drift into unconsciousness.

From then on, Peter then turns around and focuses his attention to the second Guardsman, who by now was starting to stir and stand back up on his feet. Remembering that that particular armored officer was the one who shot his uncle, Peter could only let the anger grow deep within him as he watch his sworn enemy get back on his feet. And so, taking hold of the third Guardsman's helmet with both hands, the enraged Peter runs and jumps into the air with the helmet raised above his head, letting out an anger filled scream as he goes to ram the helmet into the second Guardsman's head.

However, the still recovering second Guardsman manages to hear Peter's scream from high above, and once he looks up to see the young man coming down towards him, the armored officer dashes to the left side! By doing this, he not only dodges Peter's attack, but also makes him ram his comrade's helmet into the pavement, shattering it on impact.

Once getting at a safe place, the second Guardsman remembered that he had to subdue Peter without killing him. As such, he held up his right gauntlet with the intention of shooting a built in energy net which the instructors told him about in the short time he trained in his armor. However, as he tries to shoot the net…nothing happens. Completely dumbfounded, the armored officer pulls his right gauntlet back to see what was wrong, and sees that its heavily cracked and badly damaged, no doubt from being leg thrown into the street by Peter earlier. "Oh, perfect…." said the Guardsman in a less than thrilled tone.

As for Peter, despite shattering the Guardsman helmet, and thus his only weapon that could help him in this situation; he was still too consumed with rage to stop in his attack. And so, he turns to where he heard the second Guardsman's statement, runs and attempts to deliver a right legged front kick to his chest plate, hoping that he's strong enough to break through the armor.

However, the Guardsman spots Peter's attack and thus uses his right arm to block the kick and push the young man's foot outward. After deflected the teen's kick, the armored officer uses his left hand to grab Peter's throat and pick hold him up in the air. "With the mood I'm in kid, I'd snap you like a twig! But my superiors want me to take you alive, so consider yourself lucky!"

As Peter struggles to free himself from the Guardsman's grip, he uses his left hand to reach for and a grab his faceplate, hoping to disorient him enough for him to release his hold on his neck. Unfortunately, though, The Guardsman holds the young man so high up, he is beyond his reach.

But strangely enough, as Peter continually tries to grab his armored attacker's faceplate, he inadvertently presses the tips of his middle and ring fingers into his palm, and shockingly, shoots out the same web substance from before, which soon covers the Guardsman's entire faceplate. This forces the blinded Guardsman to release Peter and drop him to the pavement as he walks aimlessly backward as he tries to pull the webbing off!

Peter couldn't help but look in complete shock at what he had just done! Just like he did in his room hours ago, he shot webbing from out of his wrist! Curious, he looked down on his right hand and sees the small opening in his wrist from where the web shot out! As he continued to stare at his hand, he's suddenly reminded of what led to the event…when he mockingly did the hand sign he saw Jarko Goodnight did on TV. It's this wonder that makes Peter gently place his middle and ring finger tips into his palm again, and this time, stick his index, pinky, and thumb outward, which in Peter's mind, meant was some sort of web-shooting mechanism.

Meanwhile, the second Guardsman finally succeeds in pulling the webbing off of his faceplate and thus restoring his sight. And the first thing that he sees is that of Peter staring in wonder at his own hand. Though confused at seeing the teenager like this, he also knew that the young man was distracted and now was as good a time as any to make his move! And so, using his rocket boots to give him an extra added boost, the Guardsman charges towards Peter with his arms wide open, hoping to get him in a bear hug.

Luckily for Peter, he is once again alerted by his spider-sense, and thus jumps up in the air and back flips over the charging Guardsman.

However, even in missing Peter, the second Guardsman manages to plant his feet into the ground and stop himself. Moments later, he looks over his shoulder to see Peter land safely on his feet, and thus turns, holds up his left gauntlet an fires an energy net at the young man in an attempt to subdue him.

Naturally, Peter sees this and dashes over to the right side and successfully dodges the net. Once he lands on his feet, he sees the second Guardsman pull his arm back, then point and take aim with his with his gauntlet once again. Acting of instinct and hope, Peter throws up his left hand with his hand in a 'web-shooting' fashion, then uses his middle and ring fingertips to press his palm and shoots a web-line! Much to the young man's delight and surprise, this attack is successfully, for the other end of the line ends up hitting and covering the second Guardsman's entire left gauntlet.

Not wanting to waste this opportunity, Peter yanks hard at his end of the line, and miraculously pulls the Guardsman's gauntlet right off of his arm, revealing his human hand from underneath! It wasn't long before Peter caught the gauntlet once it came his way, which led the young man to think that he might have some use for it!

As for the Guardsman, the loss of his gauntlet only angered him and thus makes him forget that he needs to bring Peter in, but healthy! As such, the second Guardsman runs towards the young man and pulls his right fist back, and upon reaching him, goes for a right hook!

However, Peter saw this coming, and thanks to his spider-speed, ducks underneath and avoids the Guardsman's blow. While bending down, he also secretly places the gauntlet on his left hand. Then, as the irritated Guardsman winds his goes for a left punch with his unprotected hand, Peter tightly clinches his now armored fist, then jumps up and delivers a hard rising left uppercut to the Guardsman's faceplate! With the combined might of both the gauntlet and his already incredible strength, Peter manages to hit the armored officer so hard, it not only knocks him loopy, but also makes a crack on the lower left side of his faceplate, almost shattering it completely.

While in mid-air, Peter spins around in a position to where he can look down at the Guardsman, then points his right hand down and shoots a web-line, making a direct hit on his armored enemy's chest-plate. A split second later, he pulls hard on his end a zips down towards the Guardsman, planting both of his feet into his chest plate and forcing him down back first into the street. Now on top and pinning the Guardsman down on the ground, a rage consumed Peter raises his left armored fist and pounds it into the Guardsman's helmet, increasing the crack. With anger and sadness of losing his uncle consuming his mind, the young man pounds the officer's faceplate again, and again, until finally, the crack forces the face plate to shatter!

Seeing the Guardsman's face is enough to make Peter stop his assault, for the revealed face of the man who killed his uncle seemed hauntingly familiar to the young teen. Determined to know his enemy completely, Peter uses the gauntlet to take hold of the rest of the Guardsman's helmet and pulls it right off his head! The young man then sees the full head of the Guardsman and the sight causes his eyes to grow wide open in shock and causes his heart to sink.

The Guardsman, the man who careless murdered Peter's Uncle in cold blood…was none other than the blonde thief from the UCW arena. The one that Peter could've stopped, but chose not to. And what made the memory more painful of all…was when he remembered what the thief said to him as he escaped through the elevator…

"…_Thanks pal…" _

With this shocking revelation, a horrified and guilt ridden Peter could only utter this upon seeing the true face of his Uncle's killer. "No…OH DEAR GOD, NO!"


	7. Chapter 7

**OUTSIDE THE PARKER RESIDENCE, 8:16 P.M.**

* * *

><p>Seeing the face of the man who murdered his Uncle was something that left Peter in complete shock and sorrow. For upon realizing that it was the thief back at the GCW arena, one that Peter himself didn't stop when he had the chance. "No…not you. Please, God, anybody but you!" said the guilt ridden young man as tears began to pour down his face, feeling that deep down inside, he is just as responsible for his Uncle's death as the unmasked thief was. All because he did not act when he needed to, and perhaps if he did, things may have been different and his Uncle Ben wouldn't be lying dead on the doorstep.<p>

But as Peter wallows in sadness on top of the thief's chest, another person was about to arrive on the scene. It was that of Mary-Jane, who comes running after Peter, but stops when she sees the fallen and unconscious third Guardsman whom Peter defeated earlier lying motionless on the floor. Though shocked at the discovery as to how someone wearing armor similar to Iron Man could be taken down, she shakes her head and was just about to continue forward. However, Mary-Jane is soon stopped in her tracks once more when she sees Peter himself pinning the thief on the ground in a crouching position.

"_Peter..?" _thought the confused MJ, as she looks in in bewilderment on how Peter was sitting on top of the thief. _"Okay, that is beyond weird! Almost as weird as wha__t Peter did…" _At that moment, MJ is reminded of another strange occurrence involving Peter, but at Midtown High School, where she saw him displayed amazing yet mysterious feats of agility and strength in when fighting against another student that came to her mind. "…_to Flash! My god, could Peter have really smacked these guys around just like he did Flash a few days ago? I mean, how could he…?__" _In the midst of her wondering, Mary-Jane notices Peter crying on top of the thief, and out of concern, steps over the third Guardsman and proceeds to walk over to him. "Peter? Peter, what's wrong? Are you…?"

Suddenly, just as Mary-Jane takes two steps forward, she steps in and almost slips on what felt like a liquid substance. Confused, she looks down to see what she stepped in and freezes in shock with what she saw! It was that of fresh blood, and as MJ followed where it was coming from, she is mortified to see that it was flowing from out of the corpse of Ben Parker! It was a sight so ghastly that Mary-Jane herself let out a loud scream of terror for the entire neighborhood to hear.

For the grieving Peter, the sound of Mary-Jane's scream is enough to snap him out of his depressed state and make him tor towards the red head's direction. "MJ?"

However, as the teary eyed Peter was preoccupied with the girl he secretly desired, he takes his focus off of the pinned thief, who secretly slides his left hand into a small holster into his armored left thigh. He then pulls out what appears to be a steel baton, and gripping the handle firmly, he makes his move by attempting to bash the tip of his blunt weapon into Peter's skull in a backhand motion.

Luckily for Peter, he is once again saved by feeling the strong tingling of his spider-sense and manages to successfully avoid the baton shot by jumping off of the thief's chest. The young man then flips backward in mid-air and lands on his feet on the pavement, while the thief himself manages to stand back up with the baton still in his hand.

After recovering, the enraged thief goes on the offensive and charge towards Peter while winding his baton back, and once getting close enough to the teen, goes for an overhead strike.

Fortunately, Peter sees this attack coming, and still wearing the thief's gauntlet, raises his left arm over his head and uses the gauntlet to block the baton shot. Afterwards, he attempts to counter attack by going for a right legged front kick into the thief's green plated mid-section, confident enough that he had enough leg strength to crack that portion of his opponent's armor.

However, the thief sees the young man's attack coming his way, and thanks to his armor's ability to enhance the wearer's reflexes as well as their strength, he is quick enough to use his right hand to grab Peter's ankle and thus stop the kick. From then on, the thief turns and throws Peter high into the air and eight feet away from him.

As for Peter, despite being thrown up at high speeds, he manages to flip backward to regain control, then points his right hand down at thief and shoots a web-line, hitting his chest plate. He then yanks hard and zips down towards his Uncle's killer, winding his armored fist back over his head and throw a hammer blow towards the thief's head once he gets close enough.

The thief, on the other hand, proves to be ready for Peter's offense and quickly holds up his baton to block the teen's hammer blow. Afterwards, he secretly presses a small red button on the baton's handle with his thumb, and seconds later, the rod lets out a powerful electrical charge which travels from the baton, through the left gauntlet and into Peter's entire body, electrocuting the agile teen and causing him to scream in pain. The charge from the baton is so powerful; it actually shoots Peter at least five feet away from the chuckling thief himself.

The pain from being electrocuted leaves Peter with no time to control his fall, and thus lands on his back hard into the pavement. While lying there, he quickly removes the smoking gauntlet from his left arm, and rubs his hand in great agony.

Now in control, the thief then walks towards Peter with baton still in hand. "I don't know how the hell you did all that bouncing around kid." said the thief as while padding the tip of his baton in his open right palm. "Neither do I know why you didn't kill me right where you wanted me. But I could care less either way, because you just made the biggest mistake of your life by pissing me off!"

Meanwhile, Mary-Jane is still into total shock at not only seeing Peter jump around and shooting a web from out of his right wrist, but also grows concerned when she saw him down on ground at the thief's mercy. As such, she desperately looked around for something she could use as a weapon to use against the armored thief and come to Peter's aid. As she turned to the left, more accurately, the space between Peter's hose and her own, she saw Peter's backpack sitting on the ground, which Peter himself discarded when he was crawling up the wall earlier. Regardless of how it got there, Mary-Jane knew she had to act fast! And so, she ran over to the backpack, quickly picked it up its left shoulder strap, then turns and proceeds towards and behind the unsuspecting thief.

At this point, the thief himself finally approaches Peter and gives him a death glare. "I know I told my boss that I'd bring you back unharmed." said the thief in an agitated tone, the raises his baton over his head with the intention of pounding the fallen teen into a bloody pulp. "But seeing is how I *really* want to hurt you right now…I guess I'll have to go the 'self-route' when I bring your black and blue butt back to the Vault."

Suddenly, before the thief could land a single blow, Mary-Jane runs in and hits him in back with Peter's backpack. Unfortunately, the girl's desperate attack proves unsuccessful, for it barely phases the thief. However, it does succeed in getting his attention as he turns around and stares angrily at the now frightened Mary-Jane. "What the hell do you think you're doing, girl?" he yelled as he steps towards MJ with rage in his eyes. "No, don't bother answering that! Because that dumb stunt you just pulled means that you just assault a Guardsman, which thanks to the President is an officer of the freakin' law! Something that you and every other damn teenager in this country should know by now!" As he gets right into the young girl's face, the thief uses his right hand to reach into a small slot in armored lower back and pulls out a pair of almost futuristic like cuffs. "And the end result is me taking you in, along with this jumpy little son of a…"

Suddenly, before the thief could place the cuffs on both of the petrified Mary-Jane's wrists, he is stopped in his tracks when what felt like to him as two giant wall walkers stuck to themselves behinds his shoulders and kept him from moving another step. This makes the bewildered thief turn and look over his right shoulder and is soon shocked to see what was sticking behind him were the ends of two web-lines! His eyes grew even wider when he saw where the lines came from.

It was none other than Peter, who gives the thief an angry scowl as then yanks hard on his end, and in the process, pulls the thief towards him. But once the airborne killer got close to Peter, the young man jumps up high into the air and allows the thief to pass underneath him. While in mid-air, Peter turns and faces down towards the reeling thief, then points his right hand downward and shoots another web line, and this time, hitting his armored enemy in his chest plate.

With the thief once again in his grasp, Peter once again takes action by pulling his end of the line upward, and thus pulling the thief up high into the air and up the agile young man's head. As he looks up at his now airborne and hysterical enemy, Peter take hold his end with both hands, and with every ounce of strength in his body, yanks down on the web-line and in turn, drives the thief down and crashing into the pavement below.

The impact of the harsh landing is so strong it causes the thief's armor to shatter completely, showing him to be wearing blue jeans and a white T-shirt underneath. Exposed and shaken up from being slammed so hard, all that the shaken up thief could do was roll over on his back in a daze.

Meanwhile, Peter lands safely on his feet and standing next to the fallen thief with a disgusted expression. "After what you did, you have no right to give lectures about obeying the law!" said the anger filled Peter as he pointed at the still disoriented thief, then turns around and focuses his attention the clearly speechless Mary-Jane, quickly walking towards her. "And what are you doing here, MJ! I thought I told you to…"

"Whoa, whoa, you stop right there, Parker!" snapped Mary-Jane as she held her hands up to stop Peter, her first act upon regaining her ability to communicate. "If anybody deserves explanations here, it's me! Like first of all, how the hell did you do all of that! From the jumping around, to shooting that sticky, web stuff out of your wrist!" In the midst of her outburst, Mary-Jane briefly looks to the left side away from Peter, and is mortified to see the dead body of Ben Parker, causing the girl to put her hands over her mouth as tears began to roll down her face. "And my God, you're Uncle…"

Even though it was still hard for him to do, Peter turns to the body of the man who raised him as his own…and one that in his mind failed to safe. Something that made his eyes begin to water and almost made him dropped to his knees crying. But, after swallowing hard to regain his composure, the teary eyed Peter turns back to Mary-Jane and gets regains her attention by grabbing both of her shoulders, making her face him. "MJ, listen, I honestly wish I had the time to explain, but I don't. Just run and get as far away from here as possible now!"

While Peter was busy in instructing his now mortified friend to leave, the thief himself begins to stir and sits up. Upon which time, he takes a good look at his body to see that his armor is now destroyed and soon looks around to see that it is now in pieces. With losing his new means of power, as well as being easily smacked around by a fifteen year old boy, the thief was needless to say humiliated beyond words. It wasn't long before the humiliation brew into anger, and as before, the thief was so enraged he forgot that his primary concern was to bring Peter in alive and healthy. As he shows by reaching into his right sock, then pulling out a small hand gun which he kept for 'emergencies' and points it at Peter while his back was turned.

In the midst of convincing MJ to leave, Peter is once again alerted by his spider-sense, caused by the thief drawing his weapon and taking aim!

Mary-Jane herself is naturally confused as to why Peter is standing completely frozen stiff, until she looks over his right shoulder and sees the thief pointing his gun. "Peter, watch out!" she yelled as took her left arm to push her old friend to the left side and out of the way. And by that time…

_BLAM! _

The thief fires his gun, hoping to hit Peter behind his back! Though sadly, he ends up hitting Mary-Jane in her abdomen after she saves Peter by pushing him out of the line of fire!

As for Peter himself, the sight of seeing the girl that he secretly was like seeing a knife pierce through his heart. Something that was just as painful as seeing his Uncle murder seconds earlier. "…MJ!" yelled a distraught Peter as he quickly steps in and catches the wounded Mary-Jane, then slowly lays her down the ground. Later, he frantically looks around and spots his backpack, then frantically points his left arm out, shoots a web-line and ensnares it and pulls it towards him. Upon opening up his and catching the backpack, Peter desperately unzips it and pulls out a towel he often uses after his wrestling matches and places it over MJ's blood filled abdomen and applies pressure on the wound in an effort to stop the bleeding.

Despite the pain…and having severe difficulty keeping her eyes open, Mary-Jane takes one good glance at Peter, with tears pouring from his eyes and he tried to help save her life. As such, she places a quivering hand on Peter's cheek. "…P…Peter…"

"Don't talk MJ…" he said taking her hand, feeling his heart race in his chest as she touched him. "Just stay with me, okay." The next thing he feels is his spider-sense going off, and the reason was the gun wielding thief was about to take another shot. By instinct, Peter throws his right arm out and shoots out a ball of web that covers both the killer's gun and hand, which soon explodes as he pulled the trigger.

With a loud painful scream, the thief clutches his now burnt and severely injured hand, and looks ahead to see Peter still staring at him with a look of death. Now with no weapons what so ever, the thief's anger naturally changes to that of fear, knowing full well he has no means of defending himself against a teen as quick and strong as the one he promised to subdue, the thief quickly stands up, turns around and runs off!

Fortunately, the cowardly killer doesn't get far, for Peter quickly shoots another web-line that completely binds the thief's ankles together, and shoots more webbing up to his legs, upper body, until the thief's entire body minus his head is incased in a giant web-cocoon, causing him to tumble over.

"What the freaking hell? " exclaimed the frantic gunman as he struggled to get free. "What are you?"

Before he answered, Peter gently picks up and cradles MJ in his arms. "Someone who's not finished with you yet! I'll be back." He soon runs offs at high speed, with the gunman still trying to get free.

By this time, Peter was putting his agility for good use by jumping from the roof of one to another, and luckily he was moving so fast, not many people would get a good look at his fist. However, he was also trying his hardest not to cause further damage to Mary-Jane's would, who life was still hanging by a thread. He knew that despite his great reflexes, the chances of getting her to a hospital in time were slim. But luckily, however, he spotted an ambulance driving by and soon lands right in front of them.

The both the driver and his partner were understandably taken aback by this! "What the…?" said the medic on the passenger side, but as he sees Mary-Jane in his arms, he soon gets out from his side and approaches them.

"Look, I know that what I just did was freaky!" said Peter trying not to panic. "But my friend has been shot and she's losing allot of blood!"

The medic had had all the excitement of a lifetime after just dropping off a burn victim, but still holds his hands up as soon as he sees towel and the blood soaking it. "All right, all right, just calm down!" As such, he turns to the driver. "Ted, open the back doors now, we got a bleeder!" The medic slowly and calmly takes Mary-Jane out of Peter's arms and into his own. "We'll take it from here, kid."

Chocked up, Peter gives a small nod as the girl who means the world to him is taken away. "Thank you."

The medic soon runs around the back and once inside, he and his partner soon lay her down on the gurney. After shutting the door, the siren soon goes off, and Peter steps back and lets the ambulance speed off.

_**If anybody should've gotten a gunshot wound…and die from it, it should've been me. It was all my fault…from MJ getting shot, to Aunt May getting arrested…and Uncle Ben getting murdered…all of it. But I had to hate myself. I still had to save Aunt May. So after I got Mary-Jane to safety, I went back to Uncle Ben's killer as promised. After that, we had ourselves a nice little heart-to-heart talk. **_

Minutes later, the thief is screaming again! But this time, he is in total fear. Mainly because Peter is holding him by the ankles and holding him from high above a rather tall building. "Look, look kid, I'm sorry!" he shouts. "I'm sorry I killed your uncle, okay! And shooting your girl! Just please, for the love of god, don't drop me!"

The young man shows no emotion and remorse on his face, as the killer reveals himself to be coward. "Unless you tell me exactly what I want to know…I won't!"

The thief by this time was now in tears. "Look, all they told me was to get a disc copy of the names of talent from the UCW roster and to go to your house! I'm just a reserve! They arrested me for robbing a convient store a couple of weeks back and they said they wouldn't send me to jail if I joined the Guardsmen!"

"Then being a part-time cop, you should know where this 'Vault' place is." Peter replied. "The place that your other Iron Man wannabe buddies took my aunt. Where is it?"

At this point, the man soon realized he was in a dead in, literally and figuratively. With his life now in Peter's hands, he remembered that his 'superiors' did not want him to leak out specific details of his mission. "I…I can't tell you. They'll kill me!"

Peter soon let go of one of the killer's ankle but still holds on the other, making him scream louder. Just to prove that he was in no mood to take 'no' for an answer. "And you're assuming that I won't?" he tells the now terrified killer. "Fair warning, my other hand is starting to get tired."

"Okay, okay!" screamed the killer, and soon has his other foot caught by Peter. "Its…it's where that old shipping warehouse used to be, down by the river! That's all I know, I swear!" Suddenly, the killer feels as if Peter just let go of his feet and starts to fall. His fearful cries are heard as he falls and soon closes his eyes…but suddenly, he feels something covering his feet and holding him up, as if he were…ensnared. He soon opens his eyes, and sees that he's hanging from a lamp post, with the local police parked and eating donuts.

_**Chances were that he'd be back out on the streets. I knew that. But I had to consider him a loose end and head to the place where they took Aunt May. **_

From another roof, Peter soon discards his street clothes, and dons his Spider-man costume once more and proceeds to run from rooftop to rooftop. Until suddenly, stops dead on one roof when he realizes that it was the end of the line. While thinking of what to do next, he looks down on one of his hands…which soon gives him an idea. A crazy one, but one that could very well work. He shoots a web-line to a taller building that's not far off, and soon hops up on the ledge. "…Oh god…" Taking a last deep breath, the web-shooting teen jumps off while still holding on to the line and swings to the next building. After which, he shoots another line from his other arm, and within a matter of minutes, soon develops the system as a way of travel…but was still quite scared out of his mind.

_**Okay, to say that my first time web-swinging was nerve racking would clearly be an understatement. But hey, beats taking the subway. Besides, I knew then that Aunt May needed me. And I was going to use whatever means I had to get to her! Plus, even back then, I was liking the fact on how handy my web-powers were…because from what I heard overheard on the Guardsman's radio earlier…saving Aunt May was not going to be easy. **_


	8. Chapter 8

**THE VAULT: 8:29 P.M.**

* * *

><p>It's pandemonium outside the highly technologically advanced prison complex known as the Vault. For at this time, hundreds to thousands of Guardsmen were scrambling out front to engage the unregistered meta-humans invading the prison. But to the Guardsmen's surprise, the total number of the army costumed 'fugitives'…was only five! Yet astoundingly, they managed to hold their own against the defending Guardsmen who came their way.<p>

The members of the five person team of super powered fighters consisted of:

STORM: (a tall, beautiful African American woman with long flowing white hair and long flowing hair and dressed with a black leather tank top with matching paints. She also donned yellow boots, gloves, and a belt with a red 'X' emblem on her belt buckle) She is seen defending herself against five Guardsmen by raising her hands above her head, channeling her energy into them which makes her eyes glow brilliant white, and split second later, fires large streaks of lightning bolts like her name sake, which hits and propels the Guardsmen coming her way)

NIGHTCRAWLER: (a black furred man with a demonic looking appearance completed with glowing yellow eyes, fangs, three fingers on each hand and two toes on each foot. He wears a black, leather body jump suit with yellow gloves, boots and a 'V' shaped overlay. Like Storm, he also has an 'X' emblem on his belt buckle) Suddenly, he spots one Guardsman charging his way, and shows great speed and agility by jumping up, delivers a right legged front kick into the attacking Guardsman's chest plate and capitalizes with a left round kick into his helmet, which is strong enough to put the armored officer down. But while in mid-air, Nightcrawler sees another Guardsman taking aim and firing a repulser blast, which prompts him to suddenly vanish in a black puff of smoke with a loud "BAMF' sound and successfully avoids the blast. Moments later, Nightcrawler soon reappears, but this time, sitting on top of the shoulders of the Guardsman that shot at him. As the armored officer struggled to get the black furred mutant off of him, Nightcrawler wraps his legs tightly around the Guardsman's neck, then bends over, forcing his armored opponent to do the same. Landing on his hands, Nightcrawler uses every ounce of his lower leg strength and manages to throw the Guardsman up into the air and straight towards his teammate…

COLLOSUS: (a tall, muscular man with organic steel skin. He wears a full body leather suit minus sleeves, as well as a yellow belt with red 'X' buckle) The 'iron clad' giant notices the Guardsman thrown to him by Nightcrawler, and with his massive left arm, runs over and delivers a hard clothesline, knocking the Guardsman down to the ground. Suddenly, he spots another running towards him, but easily deals with him by giving the armored officer a hard left uppercut, sending him up high into the air. However, Colossus gets an unpleasant surprise when he is suddenly hit in the chest with a repulser blast from a Guardsman right in front him. But, much to the attacking Guardsman's shock, the blast has little to no effect on Colossus, for the steel giant just stands there as if nothing happened. Then, while still receiving the blast, Colossus makes his move by running towards Guardsman shooting at him, then takes his right shoulder and rams it into the enforcer's chest plate, with force so strong, it shatters his armor completely and sends him flying backward.

SHANG-CHI: (an Asian man clad in a red gi with a match head band) The lightening quick martial artist manages to hold his own against attacking Guardsman with the use of two steel escrima sticks. He spots one Guardsman going to deliver a left hook, but saves himself by using his left sick to block the punch, then capitalizes by using his right stick to strike the Guardsman's face plate, and hard enough to crack his face plate and knocks him down to the ground. A split second later, Shang-Chi spots another Guardsman charge towards him and going for a right arm hammer blow, which forces noble fight to hold up both sticks in an 'X' fashion and blocks the attack. However, he spots the Guardsman continuing his attack by throwing a left legged front kick, which prompts him to step backward and throw his sticks downward, once again in an 'x' fashion and successfully deflects the kick. Unfortunately, Shang-Chi spots his armored opponent becoming desperate by holding up both hands and firing a blast. Acting fast, he saves himself by ducking underneath the blast, then passes underneath it over to the left side, pops up, and delivers a hard right handed stick strike in a back fist motion, hitting the Guardsman in the back of the head and with enough force to fall face first into the ground.

And IRON FIST: (a man dressed in a green gi while wearing yellow wristbands, shoes, belt and mask) Seeing one Guardsman coming his way, this yellow masked martial artist defends himself by charging his essence and life force into both of his fist until they appear to be literally on fire, then uses his right charged hand to block the charging Guardsman's incoming right hook and counters with a left handed middle punch into his armored attacker's abdomen. Surprisingly, the mystic fire engulfing Iron Fist's hand made it as strong as steel, which allowed it to plow right through the Guardsman's armor and force him into a bending position. Afterwards, the yellow masked fighter finishes of his attacker with a fiery right uppercut to his chin, which destroys his helmet and knocking him down hard into the ground. Moments later, however, Iron Fist sees he's not through yet, for he sees another Guardsman run towards him and going for a right jab. An attack that Iron Fist easily counters by first deflecting the punch with a right inside block, then spins around and delivers a left handed back fist, which destroys that Guardsman's helmet and knocks him down to the ground and out of the fight.

As Strom and her comrades fought off every Guardsman that came their way, it all seemed to be in vain. For with every Guardsman they brought down, more and more of the armored officers just keep coming like a swarm of locus. Many of them come out not just out of the Vault itself…but from the nearby streets of the city as well!

To make matters worse, the Vault's defenses are not only on ground level, but high above as well. Meaning that on the roof of the prison, there is one Guardsman who holds his right gauntlet up and is setting his beam to its most narrow focus…to have its effects be as similar and deadly as a sharpshooter! With his repulser gauntlet ready for use, the Guardsman soon takes aim at his desired target…Storm!

However, before a single shot was fired, the Guardsman is stopped when he feels something hit him in the back and stick to his armor. Shocked and confused, he looks over his right shoulder to see what it was.

It was none other than the fully suited Spider-man himself, who had just fired a web-line and successfully snared the Guardsman. Holding onto his end of the line with both hands, Spidey yanks hard and pulls the Guardsman towards him!

The Guardsman, while being yanked out of his position, accidently fires his repulser blast which narrowly missing Storm…

….and ends up hitting Colossus behind his left shoulder. Surprisingly, the blast bounces off of the steel giant on impact and doesn't even hurt him! However, it did cause him to pause for a brief moment and look around to see what hit him. Though confused to see nothing there, the metal skinned hero regains focus when he sees a Guardsman charging towards him from the left side and stops him by giving him a stiff right jab to the face plate.

Meanwhile, back up on the roof, Spidey finds himself facing a new challenge. Only it wasn't a fist fighting with the Guardsman he just subdued…but instead taking and putting on his armor! The Web-Head had managed to slip on the entire body armor, but because the Guardsman was taller than, he was having problems standing and keeping balance inside his armored leggings, almost feeling like he was wearing leg stilts! Spidey, after narrowly stopping himself from falling over, picks up the Guardsman's helmet and was just about to put it on. However, he takes one brief moment to look down at the web cocooned, balled headed Guardsman, who also has a small patch of webbing over his mouth and is muffling angrily.

"Hey, if it makes you feel any better pal, I'm not too crazy about stealing your threads either." Spidey said to the still struggling Guardsman, than puts his helmet over his head and thus putting on the entire armor. Once 'suited up', however, the Wall Crawler begins to think on how stealing the Guardsman's armor was a question. _"Geez, leave to me to be crazy enough too big for__ me to even move in, let alone waltz over to Aunt May's cell._" At one point, Spidey looks up into the sky to address the only person who can help him at this point. _"God, I know I've been screwing up lately, but right now, this could be my only chance to save the woman who is now the only family I have left. So if you could spare me of the lousy lu__ck and lend me a…" _

Suddenly, the armor's circuitry begins to glow brightly from the inside, and this causes a female robotic voice to say this. "WEIGHT AND HIGHT INADEQUATE; COMENCING ALTERATION PROCESS." At that instant, the metal plates of the armor began to shift around and it appeared that the disguised Spidey was shrinking. Finally, the plates stop moving, and at moment, the armor now appeared to fit Spidey perfectly and was now down to his height. "ALTERATION PROCESS COMPLETE"

Though Spidey was shocked to see what just happened, he was happy to know that he could at least now move around freely. A fact that makes him look back up and point his right index finger back into the sky. "Okay, You are the man." said Spidey in a lighthearted and satisfied tone, then runs over to the door leading inside the prison, opens it, and enters the Vault itself where not only Aunt May is being kept, but other dangers are waiting inside.


	9. Chapter 9

**VAULT STAIRWAY**

In a desperate rush to find his aunt, the newly disguised Spidey jumps and flips down the flights of stairs inside the Vault. Moments later, the armored teen stops right in front of the door leading to the sixteenth floor, then grabs hold and leans on the metal support railing as if to catch his breath and calm down. "_Okay, chill out Parker." _thought the Web-Slinger. _"You're obviously in a place you've never been before and you'll never find Aunt May when you don't where you're going, let alone know where she is." _After recollecting himself, Spidey steps away from the railing and stands back up, this time in search of a more specific place to start his search. Suddenly, the young teen spots in through the corner of his left eye…in the form of the door with the sign 'floor sixteen' posted on it.

"_Sixteenth floor, huh?" _thought the interested Web-Head, who let out a sigh, knowing what he had to do next. _"Well, might as well start here. Besides, if I can't find Aunt May here, then maybe there's a computer I could use to find out where they took her." _With that in mind, the steadfast Spidey uses his left hand to grab the handle, then pulls the door open to enter the sixteenth floor.

However, upon opening the door, the young Wall Crawler is surprised to see numerous Guardsmen running through the hall and some pass through the door itself to use the stairs to go down, nearly knocking Spidey down. Lucky for Spidey, he manages to use his amazing speed to dash and sneak right past the rushing Guardsman before he could be trampled, and thus managed to end up in sixteenth floor. As he looks around, the young man looks around and sees rooms, but all of them appearing to be office stations, not prison cells, thus dashing away his hopes of finding his aunt. Fortunately, as he glances in one room, he spots a computer screen, and as planned, he quickly walks towards it to see what he can find in the Vault's databanks.

Unfortunately, before the eager Wall Crawler could even step foot in the room, one Guardsman sees Spidey in his Guardsman disguise and sees him as one of their own foolishly going the wrong way. As such, he grabs the disguised Web-Head by his arm and pulls him away from the doorway with the computer. "They hell you going, pal?" said the confused Guardsman. "We got an emergency! Two of those costumed whackos managed to find a way inside and are now causing trouble in the twelfth floor! We got to go!"

"Huh?" uttered a shocked Spidey as he was being pulled away from his destination. "Wait, but I…"

"Now!" exclaimed the Guardsman as he forced the disguised Web-Head to walk with him over to an elevator, which luckily was already open. The armored officer, with Spidey still in tow soon walks into the elevator where another Guardsman was waiting and having already pressed the button leading to the twelfth floor.

Seconds later, the doors clothes and the elevator moves down the floor in dire need of Guardsmen assistance. And as for an annoyed Spidey, all he could do is stand right in between two Guardsmen and wait for the elevator to take them to where it was programmed to go. And as he waited, the Wall Crawler could feel the hatred of wearing the Guardsman armor he stolen increase, for it obviously brought him more trouble than he tried to avoid.

"_Well, so much for this suit making thin__gs easier for sneaking in here." _thought the agitated Web-Head, then looks both sides at both Guardsmen standing beside him. "_Still, least its keeping me from those guys locking me up, or worse, use me for target practice." _Suddenly, Spidey looks at himself and remembers that the armor altered its own mass to fit his body, and most troubling of all, made itself shorter than the two Guardsmen beside him. _"But still shorter than these guys though. But for the most part, I think I'll be okay if they don't noti__ce, which will make one of them ask the age old cliché, sci-fi question of all…" _

While waiting, the Guardsman on the left side turns and looks down at the armored Spidey with a curious expression. "Hey buddy, aren't you a little too short to be a Guardsman?"

Spidey soon stood shocked upon hearing that question, now feeling that his cover is blown. _"Aw, crap!" _

Before the nervous Web-Head could reply, the Guardsman on the right turned to Spidey as if reminded of something and soon interjected. "Back off, Bob. I'm sure he's one of those guys whose testing Pym's size altering formula to see how it could help guys on the field."

"Hearing this statement, gave Spidey an enlightened look behind his faceplate, for he sees that as an opening for a good cover. "Uh…yeah!" he joyfully exclaimed, then calmed and coughed a few times to deepen his voice. "Yeah, and as you can see, I got the small part down." he replied with his almost hokey deep voice.

With this explanation, the Guardsman known as Bob sighs as he shakes his head. "Whatever…"

Hearing Bob's reply allows Spidey to let out a small sigh of relief He also is reminded of the name, Henry Pym, or as he along with the rest of the world know him as Giant Man of the Ultimates, which also leaves him confused as to why he's working for the Vault.

Meanwhile, Bob still anxiously waits for the elevator to drop them off at the twelfth floor, where the action is. "Still, be nice to grow big a squash these damn rouge heroes. Make our job allot easier. Hopefully in trying to fend off against that Parker kid who took down two Guardsmen and one reserve. You heard about that Ray?"

At this point, Spidey freezes when he hears himself get mention, but later tries to calm himself to not blow his cover.

Ray, the Guardsman standing on Peter's right side, hears Bob's question and nods. "Yeah, I heard. Word is the kid's a meta-human, and beat the crap out of one of our reserves after he shot both his Uncle and some girl. Name's Peter Parker, I've been told."

Though both Bob and Ray didn't see it, the armored Spidey was clinching both of his fists in both anger and sorrow. Yeah…I heard about that too." replied Spidey in his deep voice, but also gritting his teeth. He then quickly recollected himself to say this. "I also heard that the kid has an aunt. Any news on her?"

"Not much." replied Ray. "Other than she's one hell of a battler. I heard she kicked one of our guys in the nuts when they brought her to solitary."

"Solitary?" asked the surprised with eyes shooting wide opening behind his face plate! But, as if hearing the location of his aunt wasn't enough, the disguised Web-Head was in for another surprise. Meaning that the elevator stopped and they finally reached their destination. However, as soon as the doors open, Spidey, Bob and Ray receive a less than warm welcome when they see two Guardsmen hurling towards them, as if they've been thrown.

Fortunately for Spidey, he spots the two Guardsmen coming, prompting him to duck and roll underneath the air-borne officers. Bob and Ray, however, weren't so lucky, for they both were it and tackled to the elevator floor by the two Guardsmen, leaving all four steel plated men unconscious.

As for the Web-Head, he ends up in a kneeling position, than takes a moment to look over his shoulder to see Bob and Ray out cold with the two other Guardsmen on top of them as the elevator door finally closes. "Geez, whoever, or whatever tossed those guys must really be a…" As Spidey turns and looks straight ahead, he sees what threw the two Guardsmen his way, and stares in complete awe and amazement. "…Oh…my god…"

What the young Web-Head saw was two costumed men that Spidey only knew from the internet or his classmates from school. They were seen fending off against two remaining Guardsmen, and they were…

DAREDEVIL: (the aptly named Man Without Fear and vigilante from Hell's Kitchen. He was that of a tall man wearing a red body suit with a 'DD' emblem on his chest and wearing matching red mask with red eye lens and two small horns about his brow to resemble his name sake) Thanks to the two, escrima-like billy clubs he holds in each hands, he manages to successfully fend off against two Guardsmen that come his way. As he proves by holding up his left billy club to block and Guardsman's coming left hammer blow, then responds using his right club to strike his armored opponent's abdomen while passing forward, with the tip being so strong it cracks his armor and forces him into a bent position. After passing the bending and pain ridden Guardsman, Daredevil brings his right club up, and in an almost backhand motion, drives the tip of his right club down into the back of his head, cracking his helmet and knocking into the floor and out of the fight.

And WOLVERINE: (a short, hairy but muscular man who was a member of the X-Men, a group of mutants here were known to only a select few group of people, most of whom were conspiracy buffs who post on internet blogs. He clad in a black leather body suit with two yellow streaks going down his shoulders of his shirt and four more streaks going across his sides.) The feral mutant is seen defending himself against a Guardsman, with a blade protruding from his left gauntlet, by using a few 'blades' of his own. Meaning that growling X-Man has three, steel-like, 12 inch claws protruding out through the knuckles of each of his hands! Proving that he's no stranger to close quarters combat, Wolverine leans back to avoid an incoming slash attack from the Guardsman, and sees that he's about try the attack again, but in a back hand motion. Acting fast, the battle hardened Wolverine holds up and uses the claws in his right hand to block the slash, then raises his left hand over head and drivers the claws down into the Guardsman's blade, shattering it instantly. As he turn, the feral X-Man delivers a right legged spinning back heel kick into his armored opponent's lower left side, sending him back up against and sliding down the wall behind him. Now in control, Wolverine pulls back his right fist with claws drawn, and with a loud scream, goes to drive them into the Guardsman's face plate!

However, before Wolverine finish his downed enemy Daredevil hears Wolverine's rage filled scream as well as the sound of his movement in making the strike. Knowing that his clawed comrade was about to do something regrettable, the horn headed vigilante dashes into where he can hear Wolverine, then quickly uses his right hand to block his claws to stop his attack.

As for the petrified Guardsman, there was only one thing he could do when seeing that he was just saved from certain death: let out a relieved moan and faint.

"No killing, Logan!" Daredevil exclaims while uses his claws to pull Wolverine back up on his feet. "I thought that was long made clear!"

Wolverine then angrily pushes the club away from him as he faces the still less than pleased Daredevil. "Fine bub. Despite the fact that it's a mistake in this case…no killing." from the corner of his eye, the X-Man soon spots something that catches his attention. It was that of the small Guardsman, who little did he know, was Spidey in disguise. "And I suppose the same goes for the runt of the litter over there?"

Spidey sees that Woverine notices him, but is confused by his 'runt' comment. And it wasn't until looked at himself that remembers that he was donning the Guardsman armor and what was worse, seen as an enemy to the two costumed fighters. As such, Spidey puts both hands in front of him in a pleading gesture as he desperately tries to explain himself. "No, wait! You guys got the wrong idea!

Seeing the armored Spidey putting his hands up was not a pleasant sight for Wolverine, for it usually a moment Guardsman took for attacking. "Repulsers!"

Daredevil hears his hairy comrades call, and with split second timing, points his right billy club to where he last heard Spidey's pleading and shoots a long cable from out of the tip. The cable then wraps itself around Spidey's gauntlets and binds them both together, and once feeling it, the Man Without Fear yanks back on his club and pulls the Gauntlet right off of the armored Web-Head's hands, revealing his web covered red gloves underneath. Afterwards, Daredevil continues the attack by taking his left billy club and shoots another cable from out of it, planning to ensnare Spidey's legs and trip him.

However, thanks to his spider-sense, Spidey is able to anticipate this move leaps up to avoid it. He then sticks out his now non-armored hands up and uses them to stick to the ceiling.

Even on the floor, Daredevil could hear the small impact Spidey made above upon sticking to the ceiling. But nonetheless, he was still in disbelief as to how a Guardsman was able to do so. "What in the name..?" wondered a befuddled Daredevil, who soon shook his head to regain focus, presses a button on his right billy club to retract the cable, then points it up and shoots it out again hoping to actually hit the disguised Web-Head this time.

However, the shot is once again avoided Spidey, who hops off the ceiling and down to the right side to dodge the cable and sticks to the wall.

By which time, Wolverine has had all he can stand and goes to end it himself by charging in with claws drawn and goes to ram them into the Wall Crawler!

But, to the X-Man's surprise, Spidey was ready for this then hops off the wall and flips over the feral mutant, making him plunge his own claws through the wall. After landing on the floor with both feet, Spidey spins around, sticks out both hands and shoots two strands of webbing, which hits and holds Wolverine's arm in place on the wall.

Even after dealing with Wolverine, Spidey is not out of the woods yet! A fact he finds out when he feels his spider-sense tingle once again, but this time, prompting him to duck sideways to the right to avoid having the tip of Daredevil's club cable hit him in the back of the head and ends up into the wall instead. As Spidey looks over his shoulder, he spots Daredevil himself using a reeling system inside his club to pull himself towards the Web-Slinger in a right legged flying kick fashion. Acting fast, Spidey spins around, ducks and rolls underneath Daredevil's kick.

As for Daredevil himself, he quickly puts his feet on the floor to safely stop himself and presses the button on his club to retract the cable from out of the wall and back into the club itself. He later hears Spidey roll back onto his feet, and turns around and charges Spidey and full force.

Once again alerted by his spider-sense, Spidey spins around and spots Daredevil coming towards him while pulling back his left billy club, then going for a strike once he came close enough. Naturally, Spidey avoids the attack by leaning backward, and upon seeing Daredevil holding his right billy club over his head and going for a downward strike, ducks sideways to the right to avoid that as well. While bending down, the Wall Crawler looks ahead and sees something that could be useful…a gold, thirteen gallon trash container! As such, Spidey uses his right hand to shoot and web-line which hits and sticks to the trash can, then yanks pulls the trash can his way, and in turn, hits Daredevil in his right side, knocking him over and sending him to the floor.

After defending himself, Spidey looks and spots a security camera in the ceiling. A fact that he knows is not good, for if he was recorded, or worse, being watched, then the powers that be would know that no Guardsman could perform the stunts that the Web-Head just employed. "Great!" said a completely fed-up Spidey, who puts his hands on both sides of his helmet. "Well, now that the cat's out of the bag!" Seconds later, an aggravated Spidey takes off his helmet to show his bugged eyed red mask, as well as use his hands to grab both sides of his collar and pull hard enough actually shatter the Guardsman armor and reveal his red and blue skin tight costume underneath.

Logan, still struggling to get free, is now more confused as ever upon seeing of who he and Daredevil were just attacking. "The hell…?"

"Look, I'm not a Man-Guard, or whatever those guys are!" Spidey explained angrily. "I just stole it from one of the guys in this god forsaken place so I can sneak in here and break out somebody I know!" Before continuing, the Wall Crawler points his thumb upward to the security camera up high. "But now, thanks to you guys, my covers blown!

Daredevil, was on the floor'playing possum' as he waited to make his next move to trip Spider-man, but chose not to. For thanks to his 'good ear', not only could he hear his high pitched voice to let him know that he was a teenager, but he could also hear that his heart beat was steady…which led him to believe that he wasn't lying to him or Wolverine.

However, Wolverine was not so easily convinced. For with his awesome strength, he pulled his arm out of the wall and out of the webbing! "Well, if you thought we just made things worse for you, small fry!" said Wolverine as he stomps towards Spidey, then points the tip of his right handed claws to his face. "You ain't seen nothin' yet!"

Wanting to stop the situation from becoming more complicated, Daredevil quickly jumped back up on his feet, then dashed in between Spidey and Wolverine and sticks his right leg in a side kick position, with the bottom of his foot just inches away from the X-Man's face and causing him to take two steps back. "Easy Logan! The kid's telling the truth! " said Daredevil as he puts his foot down, then turns to where he hears Spidey's breathing. ":And something tells me we might have a common goal here."

Spidey takes two steps back in total shock upon hearing this! Not only surprised that Daredevil actually believes him, but by how he deduced that he was a teenager! "Wait, how did you…?" Suddenly, the young hero's spider-sense returned, which forces him to turn around and see the elevator doors open and see a new squad of Guardsmen!

"There they are! Open fire!" With that command, the entire squad held up their repulser gloves and fired at the once bickering group of heroes.

At this point, Spider-man grabbed hold of both Logan and Daredevil and was just about to leap up to avoid getting shot. But suddenly, he feels what appears to be two hands grab onto his shoulders. And to make things just even more unsettling, the blast went right through Spidey and his now reluctant comrades instead of hitting and executing them. The Web-Head turns around to see who or what is doing this and sees that the one grabbing him is…

KITTY "SHADOWCAT" PRYDE: (a young, attractive fifteen year old girl and youngest member of the X-Men. She wears her shoulder length brown hair in a ponytail, and dons a yellow and black jumpsuit, with her 'X' belt buckle) She is also seen holding on to Spidey's shoulders, indicating that she is responsible for making the blasts going right through him, as well as Daredevil and Wolverine. "…Hi." she said giving Spidey a friendly smile.

Spider-man, at this point, merely blushed underneath his mask. After all, despite his new abilities, he was still as shy as ever when it came to pretty girls…and in some way, she reminded him of the easy caring eyes of Mary-Jane, which causes him to remember of where she is now and forces him back to reality. "Uh…yeah, right back at you."

"Well, nice save Kitty." said Wolverine, with his claws still drawn. "But ya know, a couple of minutes ago wouldn't have been bad either."

The girl, Kitty, turns and gives Logan a raised eyebrow. "Hey, I had trouble finding you guys! Now everybody grab on, I'll take us to the next floor below."

"No good, kid!' Daredevil replied. "The target area is a few floors down!"

Spidey hears Daredevil's report, and lets out an aggravated groan. _"…Which means I passed it without even knowing it! Couldn't my good luc__k last just a little bit longer?" _

Hearing this, Kitty now seemed more distressed. "Oh man, and if we're going to get there, that means I have to let go of our new friend here! And if I do…"

"…Were easy targets." Wolverine finished. "Well, it won't bother me any, but you guys will be pretty much screwed."

Now more than ever, Spidey was wrestling something allot more powerful then Jarko or any other Guardsman that came his way…his conscience. True, both Daredevil and Wolverine had both tried to attack him before, but they seem to be associated with the young girl who just now saved his life. Finally, with an aggravated sigh, he came to only one conclusion. "You guys grab on to her!" The Web-head places both heroes back beside Kitty, and both hesitantly grab her shoulders.

"What are you doing?" asked Kitty, still holding his shoulders to make sure whatever plan Spider-man had in mind didn't get him killed.

Still protected by her touch, Spider-man makes his move a shoots webbing all over the firing squad. From covering their laser gloves…to cocooning them all together, he manages to subdue all of them with very little effort. Upon which time, the elevator door closes and just to be sure, Spidey shoots more webbing at the already closed doors, blocking off that entry.

With the danger over, Kitty let's go and looks on at Spider-man impressed. "Wow…nice."

Wolverine, seeing that their safe for the moment, retracts his claws into his hands as lets out an aggravated growl knowing that the person that beat him just saved his life, as well as his teammates. "Yeah, real nice."

Not long after that, another huge bang is heard and the building itself almost begins to tremble. **"****ALL GUARDSMAN TO THE FRONT TO SUBDUE UNREGISTERED META-HUMANS!" **yelled a gruff male voice on the intercom. **"****SCRAMBLE! SCRAMBLE!" **

Wolverine, just like Daredevil and Kitty, grew concerned about hearing that message. "Don't know how long Storm and the others can keep those tin heads busy."

Shaking his head, Spidey turned to the group as if he were addressing them in a hurry, specifically Daredevil. "Well, I'd like to stay and be part of all the fun, but right now, I need to get to solitary!"

Daredevil was able to stop Spider-man from walking off by yelling out. "So are we!" Needless to say, this makes the Web-head look at Daredevil with his hands on his hips and in a very baffled faction. "That's our destination. We have friends and colleagues being held there as well."

"And we were just about to get there until we got ambushed…and you stumbled in our way." Wolverine interjected by crossing his arms, but gets a dirty look by Kitty in the process.

"Logan!" she whispered, then turned her attention to Spidey in a peaceful manner. "But yeah, I mean, if you really are going that way, and if you have friends or family that need to be freed, why don't you come with us? Maybe we could help each other."

Daredevil, upon hearing Kitty's suggestion, nods his head in agreement. "She has a point. Besides, the chances of you doing this successfully by yourself are very slim."

Impatient, Wolverine soon steps up. "And the longer we stay here debatin', the longer these sick pricks can do whatever they want with the rest of our group, and whoever the hell you came here to rescue. So, what's it gonna be, bub?"

Spider-man knew he had not time what so ever in getting into an argument with a group of rouge super powered meta humans. Especially when one of them knows his name! However, at the same token, he also could not disagree with them on how they have the same goal. "…Fine, let's just get there."

Now apparently on the same page, Wolverine soon walks over to the trash can that Spidey used on Daredevil. "Well, we can't use the elevator no more because of…'some people.' So, looks like were just gonna have to improvise!" With that plan in mind, the feral hero throws the can at one of the windows and breaks it. After which he runs and jumps out through it!

Everyone soon runs after him, hoping that he didn't kill himself. As they looked down, they saw that he was nowhere to be found, fearing for the worst until….

"Uh, hey girls!" They all looked up and saw that Logan was alive and well, and by this time was sticking to the wall by plunging his claws into it. "You care to join me?" Like a mountain climber, Logan advances up the wall by pulling out and plunging his claws into the wall head up to the upper levels of the building.

Sighing, Daredevil pulls out one of his billy clubs and shoots a wire line to catch up with his partner. "You heard the man." he said holding his arm out to Kitty. "Come on Kitty, I'll give you a lift."

Kitty, on the other hand, was very, very hesitant as she took one step back. "Oh man…you guys know full well I hate doing this!" With that said, she slowly walks over to grab Daredevil's hand.

However, as Kitty felt fear of what was coming next, Spidey felt his spider-sense return as well, as well as hearing the door to the stairs kick open and more Guardsmen storm in, getting their laser weapons charged up. "Well, I hope you like staying alive a whole lot more!" the Web-head soon sweeps Kitty off of her feet and runs out the window just as the Guardsmen opened fire.

With Kitty screaming in fear and clinging onto him for dear life, Spider-man soon shoots a web-line, zips over and sticks to wall, but ending up a few floors down.

Daredevil groaned on this action but soon stepped out and reeled up so as one Guardsman looked out to see where they had gone.

"I lost visual!" said the Guardsman and soon steps back inside to look at his squad. "Their creamed, sir. Nobody could survive a fall like that."

The captain, however, was not so easily convinced. "Nobody normal! These are meta-humans! So let's head down to there and make damn sure that their finished! Move!" With that command, the Guardsmen all stormed out of the floor and back down the stairway.

Meanwhile, back outside, Spider-man is still sticking onto the wall, with Kitty, eye closed, wrapping both her arms and legs around the Wall Crawler. She soon opens her eyes and sees that both she and Spidey are not dead, but breathing fast in anxiety.

"Uh…sorry about that." said Spidey. "But as soon as I knew that those guys were coming, I had to act fast."

After taking slow breathes to calm down, Kitty looked into Spidey's bugged eyes. "Well, aside from scaring the crap out of me, you sure know how to make a girl's night anything but boring." she joked as she began calming down a little bit.

In reassurance, Spider-man gave a small chuckle. "Yeah, well, I have that way with people."

Meanwhile, Daredevil still hangs high up above. "Hey, if you two aren't doing anything, We've got people to bust out!"

"Hang on! We're coming up." Spidey replied back, and holding Kitty by the waist with one arm, he proceeds to climb up, which needless to say, causes the girl to let out a small yelp and she clings tight to the Web-Head more than ever. "Don't worry, I've got you."

"Right…right." she replied still keeping a good grip. However this time she seems more trusting and shows it by rest her head on Spidey's shoulder…and giving a small smile.


	10. Chapter 10

**VAULT'S SOLITARY CONFINEMENT**

Heartbroken…alone….distressed…these were the words that described May Parker as she sat in one of the tightly spaced cells in the solitary confinement complex. Though she did put up quite a resistance at first, and remembering how good it felt as she rammed her left foot right between one of the Guard's legs and piercing the tip of her shoe into his groin. Still, she felt it was meaningless at this point. Her husband was now dead…and the last she saw of her nephew was being captured as if he an escaped zoo animal. And the only spark of hope she had left was hearing from one of the guards that Peter had somehow gotten away. For that, she spent every minute, every second, praying that her nephew had somehow gotten far away, and hoping that he would not ever end up where she was in.

Meanwhile, outside May's cell were two Guardsmen standing on full alert for anything sense they heard that the Vault was under attack. However, they soon get distracted as they hear a playful whistle. This causes both of them to turn and see that it came from Kitty herself, who by this time was once again demonstrating her intangibility skills by passing through the door.

"Oh boys! Over here!" she says with a smirk.

Nonetheless, this provokes both Guardsmen to hold up both of their hands and fire two repulser blasts from their gloves!

"…Uh-oh!" Kitty soon moves backward on the other side of door, allowing both energy blast to blow a hole right through the wall instead, making a huge cloud of smoke and debris.

The two Guardsmen slowly approached with caution, with gloves still charged with energy. However, as careful as they were, they proved to be not quick enough to evade what sprung from the smoking debris.

Two long rope-like lines. One a steel laced cable from one of Daredevil's billy-clubs, and the other being a long strand of webbing, shot by Spider-man himself. Both lines, however, had different targets. The tip of Daredevil's club hits one Guardsman in the face, knocking him out instantly. The webbing however merely sticks to the other Guardsman's chest and soon yanks him hard over to the other side of the room, where Spidey is waiting and soon catches him by the collar. Now in control, the Web-head rams the Guardsman's back against the control panel, and soon enough, Wolverine walks beside him.

"Open the cells! Now!" demanded Spider-man as he pressed the Guardsman harder against the panel. However, the officer himself merely tries to act tough and not comply, despite the fact that he is scared out of his mind.

Wolverine, being just as impatient as Spidey, pops out the claws in his left hand and gently points them the Guardsman's neck. "Bub, is this job really worth your life?"

Now knowing no other way out…the Guardsman was given no choice but to reach over and press a red button on the panel, which soon causes all of the locks to the cells to open simultaneously, making huge clinging noise, almost as if workers were pounding spikes in a railroad.

After which, Spider-man takes the Guardsman and with great strength, throws him high into the air with his back-first into the ceiling. Before he could hit the floor, however, Spidey shoots two more web-lines up high, and keeps the Guardsman in place on the ceiling by covering him in large amounts of webbing.

Soon, both Kitty and Daredevil soon walk in, and as he pulls the cable back into his billy club, the Man Without Fear could hear Wolverine retracting his claws back into his hand.

As for Wolverine, he turns to see Daredevil giving him a dirty look. "Hey, before you say anything, I was bluffin'!" he replied with a raised eyebrow.

Daredevil believed this…seeing as how he could hear the Guardsman's whimpering up high in the ceiling. "Good, keep it that way!" As his fellow heroes went over to the cells, Daredevil pulls out what appears to be a small, circular shaped communicator from his side pocket and presses the side button to speak through it. "Storm, we've made it to solitary and were freeing the prisoners now. How are you holding up?"

**OUTSIDE THE VAULT**

Even with countless Guardsmen pouring in, Storm and her team miraculously hold their own against insurmountable odds.

At one point, Storm notices and dodges a Guardsman's repulser blast by dashing to the left side. Afterwards, she points her open right palm at her attacker's feet, concentrates, and the glowing eyed mutant soon creates a small gust of wind which causes the Guardsman to float helplessly in the air. Now in control, Storm moves her right arm in a circular motion, which causes the wind to swirl like a small tornado and send the Guardsman spinning a high speeds into the air. Finally, Storm finishes him off point pointing her left arm at the helpless, airborne officer and fires a lightning bolt from out of her open palm and hitting the Guardsman out of the sky!

However, even in dealing with one Guardsman, Storm turns and sees three more of them! All of whom have pointed their repulser gauntlets at her and opened fire! In a desperate attempt to avoid the blasts, the beautiful mutant jumps up and levitates up into the air, saving herself from the Guardsmen's combined attack. While in the air, Storm performs a counter attack by holding out both arms and shooting large streaks of lightning bolts from her hands and hitting all three of the Guardsman instantly. After disposing of three of her foes on record timing, Storm takes a moment to use her right index finger and put it on her ear, which was housing a small communicator to maintain radio contact with Daredevil and his team inside. "Going strong, Murdock!" she responded. "But more and more of these Guardsmen keep coming in like locus! We may not be able to hold them off for very long!"

**VAULT SOLITARY**

Back inside, Daredevil replies as he goes over to the cells to help his teammates. "Understood, just hang on." With that said, he makes his way to where he can hear Wolverine opening one of the unlocked cell doors, and thus free the prisoner inside, who was none other than…

SUE STORM: (The beautiful, blonde Invisible Woman and co-leader of the world famous Fantastic Four. She is seen wearing a light blue jumpsuit with black gloves, boots, and a 'four' emblem on her chest.) She was sitting on the bunk her cell, appearing to be in a dazed and drugged state captured, as possible means to keep her under control, due to her being reported as possibly the most powerful member of the group. But when she hears the door open, and is given a pleasant surprise when she sees Daredevil and Wolverine, she is brought back to her sense…but not completely.

Meanwhile, back in her cell, May was not sure what to think. From the locks in the door opening, could it be that more Guardsman and other prison officials were coming into the have a small 'talk' with her? But those thoughts were soon thrown out the window as the door was by Spider-man. However, May still backs into the corner, not knowing if her costumed savior was a friend or foe. "I don't know who the hell you are, but you can tell your Ultimate buddies what I've told them before! I don't know a damn thing about what my brother-in-law was working on, and for what they did to my husband, they can go straight to hell!"

Spidey throws his hands up to show that he means no harm as he approaches slowly. "Whoa, easy….easy. I'm gonna get you out of here."

"Really?!" May soon stomps forward and stands firm, showing that from here on in, she will not be stepped on by any of Osborn's so-called heroes. "And why should I believe a…a…poorly dressed jackass like you?!"

"Poorly dressed…?" The Web-Head soon shakes his head to regain focus on the subject at hand. "I…I mean…look, if you're thinking that I'm registered to a new government that decides to lock up not only REAL heroes, but also innocent people! Trust me…I'm not. Because I can tell you first hand, the fact that I'm even stepping foot in this place…and seeing you locked up for some dumb law makes me wanna puke my guts out!"

May was still on guard, but she was starting to soften up to Spidey a little bit…as she hears in his young voice a strong sense of responsibility and righteousness, but at the same time…sadness and guilt. And most startling of all, he talks in a way as if he knows her…and oddly, seems familiar.

"And…another reason why you have to trust me…especially now, is because…" Slowly…Spider-man reaches over the back of his head, and clinches his fingers deep within the cloth of the mask and begins to pull it off, but suddenly…

"Hey, Web-boy!" cried the voice of Kitty, as she's seen halfway out of one cell. "Can you give me a hand over here!?"

Reluctantly, Spidey lets go of his mask and turns backward to his new, or at least for this night, female colleague. "All right, I'll be right there." He turns back to May. "Uh, could you excuse me for just one second?" The Web-Head leaves the cell, but in a hurry, for he still wishes to show May what he was hiding behind the mask.

Despite being more confused than ever, May still makes her way out of her cell to find out exactly what's going on. She steps out to see that the her 'poorly dressed' hero was telling the truth after all, in that all of the doors were open and all that were being held prisoner inside were being helped out.

One of the first ones she sees are Sue Storm, who showed signs that she may have been sedated as she was being helped to walk by Daredevil and Wolverine helping out another freed prisoner with black haired with whom May remembered seeing on television during the 2004 Olympics. The man that she, as well as the rest of the world knew as…

JEAN-PAUL "NORTHSTAR" BEAUBIER: (a tall, Caucasian man with long black hair and dressed in blue jeans and a white T-shirt) Though once a phrased and admired distance runner in the athletic community for his amazing speed, his athletic career came to an end when he was discovered to be a mutant and has since been banned from competing. The last thing he remembered was being contacted in his home by Charles Xavier, who offered him a teaching job in his school. But before he could say yes, Guardsmen raided his residence. He fought of the scores of them, thanks to his mutation, but eventually hit by tranquilizers and brought her to this hellish prison.

As Wolverine helped the former athlete to the wall where he can sit down, Daredevil takes Sue to a black chair and helps her sit down so she can recollect herself.

Meanwhile, Spidey makes his way to a cell in which Kitty was helping another prisoner. However, the very sight of this person puts the Web-Head in a state of awe as he sees that the prisoner is…

BEN GRIMM: (the large, orange, bulky, based blue eyed Thing of the Fantastic Four. He is seen to be clothed in only blue paints with a black belt and matching black boots) Thanks to the Vault's vast technology and knowledge of his strength, Ben was restrained by being held to the wall by heavily reinforced cuffs on his giant wrists and ankles.

Just like after he saw Daredevil, Spidey was almost speechless when he was standing in front of the world's most well-known but detained heroes. To which he could only let out one word.

Ben just sneered slightly in response. After all, he's been known to get this sort of reaction on a daily basis. "Man of thousand words, ain't ya pal? Now could you please get me the hell outta these damn cuffs?! I can't break through 'um, which means these bastards did their homework on me."

"Right…" said the star-struck Wall Crawler. "But how? Do you remember if they have codes to unlock the cuffs?"

Ben lets out a sigh of disappointment. "Not quite. I know they use some code, but I don't remember it because they kept me jacked up on sleepin' gas. They've been keepin' me, Suzie, and a bunch of other heroes in here sedated to keep us from usin' our powers."

Hearing this, Kitty cracks both of her knuckles. "Well then, I guess it's on to plan B…something in which I've been dying to try!" With glee, she turns to Spider-man. "Care to give me a boost and get up to the wrist cuffs up top?"

"A…boost?! Okay, okay sure." Spidey walks over to Kitty and grabs her waist. Remembering that he still has to control his strength, he gently picks her up off of her feet, which is enough for her to reach the Thing's left cuffed hand.

With a wave, Kitty phases her hand right through the cuff which causes the circuitry to short out. The cuff itself opens, but at the same time, it causes sparks of electricity to go out rapidly. She probably would've had her face burned if Spidey hadn't sensed the danger, cradled her in his arms and backed away. Kitty, like back on the side of the building, was clearly at a loss of words. How anyone was about to handle her with great strength and gentle care was enough to make her face bright red. Finally, the she snaps out of it to face the Thing. "Uh, Mr. Grimm, you should be able to…"

By this time, Ben had already pulled his left hand out of the cuff, and used to grab on to the cuff on his right hand and pulls out of the wall, thus freeing both of his massive hands. "Way ahead of ya, kid." Ben replied as he takes both hands and grabs the cuffs on his feet, ready to pull them out "And thanks…."

"…Yeah…" were the words that uttered out from the X- girl as she was put back on her feet by Spider-man. "Uh…when I said…boost, I meant hold my feet." Kitty said to him blushing.

"Oh…" Spidey scratches the back of his head nervously. "Uh, sorry…"

"No, no…it still worked, which is important." Kitty soon starts to smile. "…no complaints from me."

Hearing this, the insecure teenager begins to reemerge within Spider-man as his face begins to turn bright red underneath the mask. "Uh…well, hey, I…"

As the two teens try to find words to express themselves, Ben manages to rip off the cuffs to his ankles and soon falls the floor, slamming so hard it gets both Spidey and Kitty's attention. "Hey love birds, I hate to ruin your little moment, but I'm still drugged up a little. Care to give me hand?"

Hearing this comment from Ben is enough to make both teens almost speechless. Particularly a completely flabbergasted Spidey, who looks at an equally speechless Kitty, then turns back to Ben. "Uh, wait, we're not…"

"Right, hang on!" interrupted Kitty, whose face is now redder than ever as she walks, then bends down and moves underneath Ben's left arm to push him. Naturally, she's aware that she can't lift him up alone, which makes her look at Spidey again, while fighting off the awkward shyness she that was now rushing throughout her entire being. "Gonna help me out here?"

"Uh, yes! Yes! Great idea!" replied an anxious Wall Crawler who quickly rushes over to Ben's left side and helps the equally embarrassed Kitty get Ben off of his feet. While doing so, Spidey can't help but think this to himself. "_Man, I could've used this luck with girls back in school, but nooooo, it had to get it in a prison breakout!" _

Meanwhile, many of the imprisoned heroes have been freed and have been helped out of their cells. Heroes such as…

BEAST: (The bulky, blue furred scientist of the X-Men, who wears a black leather body suit with a yellow blow with 'X' belt buckle, but minus the gloves and boots)

DAZZLER: (another female member with a punkish black hair style with nose and lip rings. She also wears the black X-Men leather uniform, but with ripped off sleeves and wearing black fingerless gloves)

And ICEMAN: (a young male teen whose body appears to be composed of nothing but ice, and wearing a black beret with a red 'X' symbol on the edge)

Other prisoners that were freed were that of…

LUCAS 'POWER-MAN' CAGE: (a tall, large built African American man wearing a yellow shirt with blue jeans and black boots.) A former linebacker for the New York Jets, Luke as was also expelled from the NFL for having enhanced abilities, such as unnatural strength. He last remembered being in his New York apartment, calling on his friends to help look for work, when next thing he knew, Guardsmen raided his home and took him in! He now finds himself sitting up against the wall after being helped out by Wolverine, and silently wondering how he could let things turn out like this.

And last, but not least: DOCTOR STEPHEN STRANGE: (a middle aged man with black hair and goatee, wearing a red cape with an eyeball necklace, and a blue shirt, black pants and boots underneath.) The Sorcerer supreme of Earth, who was meditating in his Sanctum in lower Manhattan, when his residence was also raided by Guardsman! Normally, he could've sense their presence, as well as fend off against them, but for some unknown reason, he could do neither. They somehow came in without his knowledge, and subdued him with darts that weakened his will and the mystic energies within his body and lost consciousness. He later woke up in his cell and found himself rescued by Daredevil, who helped him out of his cell and was helping him walk to the wall to rest.

At this time, Cage sees Daredevil bringing the half conscious Doctor his way, and thus moves to the left side to give him a place for the Sorcerer to sit.

Daredevil gives the former football player a grateful nod, and gently sits the Doctor down on the open space.

As for the Doctor himself, he briefly turns to address Cage after getting comfortable. "Thank you, Mr….Lucas Cage, is it?"

"Yeah, no prob…" Luke replied humbly. "And…call me Luke."

Dr. Strange gives Cage a small a nod of gratitude, then turns his attention to Daredevil. "Matthew, I had a feeling you would come." Moments later, he spots Spidey, who was helping Kitty assisting the Thing out of his cell. "And it appears you've brought a new masked friend. A new addition to our 'knights' perhaps?"

At first, Daredevil was a bit confused as to who the Doctor was referring, but once he heard Spidey's grunting after sitting the Thing down right not far from him, he is soon reminded of his new web-shooting friend. "Oh him…?" asked the Man Without Fear as he points his thumb in Spidey's direction. "Well, not exactly, he just sort of…popped up. I'll explain later."

As all prisoners in the Solitary were all out and accounted for, Sue is seen sitting in a black wheeler work chair, still recovering from the tranquillers. Fortunately, the drugs have almost worn off, and with her still blurry vision, she looks ahead and sees Ben sitting up against the wall with Spidey and Kitty still standing with him after helping him out of his cell. "Ben..?!" she whispers with growing joy, and with what strength she has in her body to get up out of the chair and runs towards him. "Ben!"

"Sue…?" asked Ben as if he snapped out of his drugged state when he heard Sue's voice, and thus prompting him to look ahead and see her coming to him. However, he sees her stumble and trip due still suffering from the drugs. Acting as fast as he could, he sits up with his arms open and catches Sue before she could fall over. After which, he pulls her towards him and allows her to gleefully wrap her arms around his neck and hug him. "Suzie! You're all right!"

With tears in her eyes, Sue could only squeeze Ben with all of her might, happy that he was okay. "And thank God, so are you...!"

Both Spidey and Kitty looked down at the reunion of the two members of the Fantastic Four and look more then pleased at what they accomplished so far. However, though Spidey himself was glad that he helped freed not just Sue and Ben, but the other prisoners as well, he still felt uneasy as he turned over to his left side and looks at the direction of his shocked and confused Aunt May, still wondering how he's going to figure out how to explain the 'poorly dressed jackass' was her own nephew.

Kitty also smiles while watching the tender moment between Sue and Ben, but she later notices the Wall Crawler looking away and grows both confused and concerned. "Hey, you okay?"

Spidey, upon hearing this question, returns to reality and looks at the X-Girl. "Huh? Oh yeah, yeah I'm fine." replied the Wall Crawler, returns to stand by Sue and Ben to help them up. However, the worrisome Web-Head still thought this to himself as he watched the two Fantastic Four members hugging. "_I just hope Aunt May will still be this loving when I tell her the truth…" _


	11. Chapter 11

**THE WHITE HOUSE; WASHINGTON D.C.**

* * *

><p>On a dark rainy night, the White House, what was once a symbol of leadership and freedom, now looked like that of a fortress. It now had a built in wall with black bladed fences and laser gun torrents on top. To make matters worse, each torrent had Guardsmen standing by as gunners, waiting to fire on anyone perceived as even the smallest threat.<p>

As for nearby pedestrians who pass by sixteen hundred Pennsylvania Avenue, they look on at the White House through the small fence parts of the wall with pure disdain for the man now running the country, and fear upon looking up and seeing the Guardsmen pointing their barrels at them, which makes them walk off in a fearful haste.

Inside the Oval Office and staring out the window is the man himself…

PRESIDENT NORMAN OSBORN: (The recently appointed Commander and Chief, a tall muscular man with red hair and dressed in a black business suit) The new president stands behind his desk, with a brown folder sitting on top of it, and looks out the window with his arms behind his back and with a grim expression. He also ponders on how things in the country have changed since he took officer, as well as watching the scared faces of the people passing by through the fence. "_Hmmm…so much for my popularity votes." _thought Norman as he watched one scared woman hurry off in fear of getting shot by the Guardsmen up top. He later turns, sits down on his chair, and pulls himself up to his desk. _"But I suppose it's the like that old saying that 'things get worse before they get better.'"_ The hard thinking president then takes the folder on his desk, opens it, and sees papers that were hospital documents about Peter's blood-work, from a 'reliable source'. _And if my hunch is right about Parker, I should have a necessary edge to carry out the final phase of the plan. And not only will my public realize that, but I'll have them bowing at my feet in humble gratitude. " _

As Norman was lost in thought, he suddenly is brought back to reality when he hears a loud buzz on the phone o his desk. With a cranky growl, he closes and puts down the folder, then presses the button on his phone that puts it on speaker. "Yes?"

"Mr. President…" replied a female voice on the other line. "Both Mr. Trask and General Stryker would like to see you, sir. They say it's very important."

Norman lets out a sigh of annoyance before pressing the button again to reply. "Send them in." With that said, he takes his finger off of the button which leaves both hands to close the photo. Afterwards, he sits up off of his chair and stands back up to meet his guests.

Moments later, the door opens and in comes two of Osborn's trusted advisors….

SECRETARY OF DEFENSE, BOLIVAR TRASK: (a middle aged man with greying hair and mustache, also donning a business suit but has an average appearance compared to the President himself.

And GENERAL WILLIAM STRYKER, CHAIRMAN OF THE JOINT CHEIFS OF STAFF: (also a middle aged man with grey hair and goatee, and wearing in a United States General's uniform, and appears to be in good shape for a man his age)

As these two men enter, Norman crosses his arms looking quite impatient. "All right gentlemen, what's so damn important? I'm busy."

Out of the two of them, Bolivar takes it upon himself to speak first. "Mr. President, we have a problem. Well…two problems to be more processed…"

Suddenly, William steps forward to address the President, and interrupting Bolivar. "But the most important problem…!" said William sharply, as he and Bolivar exchange angry glares at one another, then turn back to Norman. "..is the one in New York. Meaning, sir, that we just received word that the Vault is under attack."

This news succeeds in getting Norman's attention, for he looks at William with a concerned expression. "By whom?"

"Daredevil." William replied. "Along with two of his men he calls the 'Knights of New York'. Also with him is what's left of Xavier's mutant team, the X-Men."

With an angry scowl, Norman shakes his head in aggravation as he turns away for a moment. "Damn it…should've had Murdock liquidated when I had the chance. Had I known that he would make alliances with other…" The agitated President then stops himself before he goes in a rage, then turns back to William and Bolivar. "What about the Ultimates? Have they responded?"

William, still shaken from seeing Norman barely controlling his anger, manages to maintain his composure before replying. "Yes sir. They're already on their way. Would you like me to give them the order to terminate on sight?"

"No…not yet." Norman replied. "Tell them to subdue them and place them under interrogation. Find out if they've recruited other unregistered heroes, and if so, where are they hiding. And once they give you the information…dispose of them."

"Yes sir." replied William with a nod of acknowledgement.

However, this soon prompts Bolivar to jump back into the conversation to give HIS report. "But I'm afraid we still have another matter to worry about, sir. Meaning that of Dr. Richard Parker's remaining family."

Upon hearing the name 'Parker', Norman quickly turns to Bolivar with the speed of a snake striking its prey. "What about them"

Bolivar stands intimidated as he sees and feels the President's cold eyes staring at him. "Well, on your orders, we sent a Guardsmen squad over to the residence of his older brother, Ben Parker, however…

"What?" asked Norman as he continues to stare a hole into Bolivar. "What happened?"

The clearly nervous Bolivar gulps before continuing. "Well…according to eye witnesses in the area, a reserve Guardsman fired his repulser and killed Be Parker on his doorstep.

Norman could feel his rage building back up and stronger than ever upon hearing this news. For he remembered that the late Dr. Richard Parker, as well as his assistant Dr. Eddie Brock, were working on something big, and were both now dead because of it. And hearing that the man's older brother was murdered because of an idiotic 'part-time' Guardsman, it truly made his blood boil and was just about to let out a raged filled scream loud enough for everyone is the White House to hear.

In a desperate attempt to prevent Norman from exploding, Bolivar quickly moves on to a more positive note on the subject. "But sir, there is good news." he said with his hand up and with a slightly more optimistic tone. "Ben Parker's widow, May is alive and has been arrested for assaulting another Guardsman within the squad. She's currently being held…" Suddenly, Bolivar's positive demeanor changes back to a nervous one as he remembers May's location. "…in the Vault."

This statement not only causes William to roll his eyes, but also make Norman see nothing but red. "Which, as I've just been told is under attack!" said the rage filled President as he turns around and walks to his desk. "I fail to see how THAT is considered good news, Trask!" After approaching his desk, Norman turns around and faces the anxious Bolivar to ask him about another Parker that has been on his mind lately. "What about the boy? Peter."

After taking a moment to recollect himself, Bolivar goes to explain the whereabouts of Peter Parker "He's alive, sir, but currently at large. We now have him on charges of assaulting Guardsmen officers and resisting arrest."

Suddenly, Norman's angry scowl turns into laughter, as if Peter's fighting his armored police force was the most ridiculous thing he ever heard. "An assault charge on Parker's son? Really? " asked a smiling Norman. "Please...even though it was only a couple of times, I've seen the boy myself when my son brought him over to our New York penthouse during my campaign. And though he has a great scientific mind for someone his age, his physical prowess is pathetic. So much so that even kindergarteners and kick his ass and steal his lunch money. So I hope you'll excuse me if I don't think that young Peter is about to assault ANYONE, let alone men in highly advanced armor."

With a sigh, an uneasy Bolivar explains further. "Well, sir, according to not only eye witnesses, he can. They said that Parker easily fended off against both on Guardsman, and the reserve who killed his uncle, by displaying super human strength, agility and reflexes."

Strangely enough, hearing this news causes Norman to suddenly freeze, as if coming to realization. The telling of Peter's athletic prowess struck the president hard like a lightning bolt….as if were something he was hoping for. "Strength and agility…?" he asked himself in disbelieve, than looked back at Bolivar. "Anything else?"

Bolivar, now feeling a little bit more confident when he sees he has the President's attention in a positive way, continues with his story. "Well sir, eye witnesses also told us that Peter display one other additional ability while fighting off the Guardsmen, which was that of shooting webbing from out of his wrists. The Reserve Guardsman also confirmed this to another squad that found him…. in a web-cocoon near the area, which I'm told their still trying to get him out of."

Naturally, Norman looks at his Secretary of Defense with a bewildered look about hearing of the webbing, which prompts him to look down at the folder on his desk and picks it up. "Webbing…?" As he opens it to once again look at the documents from earlier, Norman's sees something that makes his eyes grow wide open, it was a picture of the spider that received the OZ serum and bit Peter afterwards when he and his class visited the Oscorp. lab. "It works. The webbing must be a side effect, but by god it works!"

William couldn't help but be confused as to what the now ecstatic Norman is saying. "What works, sir?"

"OZ." Norman replied as he puts folder down on the desk. "It was a compound that was being developed since the beginning days of Oscorp, and was supposed to be the newer, better version of the Super Soldier serum." The Presidents stops for a moment as if to think. "Again, the webbing is unexpected. Apparently, the serum must've allowed the spider to pass not just the serum in its system…but also its genetic make-up into Parker's bloodstream, thus giving him these abilities." After pondering theory, Norman looks at both Bolivar and William with new found determination. "Whatever the case, I want the boy in government custody!"

Suddenly, as soon as Bolivar hears the word 'government', he is reminded of one important detail that he almost forgot, perhaps because of being so nervous. "Well sir, we just might have him sooner than realized. For upon being found, the reserve said that Parker was going to the Vault to attempt to free his aunt."

Norman gives Bolivar a very dirty look for leaving that part out. "…A place that is AGAIN under attack! Such fantastic attention to damn detail you have, Mr. Trask!" said the anger filled president, leaving Trask once again shaken. "Regardless, tell the Ultimates that just like the Murdock and his little posse, Parker is to be taken alive and unharmed! I have a feeling that he, along with his late father's project, could be useful." Just as Norman pulls his chair out to sit down, he has one more thought to address to the steadfast Stryker and the anxious Trask. "Oh, and on a related subject, make sure to 'sever' all ties with the reserve Guardsman that murdered Ben Parker. If nothing else, he might as well be made an example of to any other Guardsman who have trouble following the simplest of orders. Understood?"

"Yes, sir." replied both Bolivar and William in unison.

"Good…" said the Norman as he sits down in his chair and pulls up to his desk. "Dismiss."

With their orders, both Bolivar and William turn and leave to carry them out.

As for Norman, he picks up a photo of the then glasses wearing Peter that was taken from a surveillance video of Oscorp on the day of his field trip, and soon ponders this. _"Very useful, indeed…" _


	12. Chapter 12

**VAULT'S SOLITARY CONFINEMENT, 8:39 P.M.**

Despite time being of the essence, it was a pleasant atmosphere for Daredevil, Spidey, and the rest of the heroes. For so far, their mission was going smoothly, in that they've freed the heroes that were being held in cells.

One of those prisoners was that of May Parker, who though is happy to be free, she kept a short distance away from her costumed saviors, feeling a little uneasy around them. Not to mention the fact that she still was worried sick about Peter, and has been worried sick about him since the Guardsmen invaded her home and murdered her husband.

Little did she know, however, her nephew was standing a short distance away from her as the, as she put it 'costumed jackass, Spider-man. He wanted to run over to her and tell who he was, but could see how everyone around her was making nervous. And the fact that she reacted harshly to his costume didn't exactly help his confidence either. While contemplating this, the Web-Head couldn't help but look down at the embracing Ben Grimm and Sue Storm on the floor next to him, and envy them on the warmth and happiness that they now share in being reunited.

But while everyone in the room rejoiced, the only person who was not in good spirits was that of Wolverine, who quickly walks over to both Ben and Sue in content yet rushed fashion. "I hate to intrude...…" the X-Man tells the hugging Fantastic Four members, who give him their attention by looking up at him. "But we can save the Kodak moment for later?" He then turns his attention to Daredevil and Dr. Strange. "We need to get the hell out of here and damn quick!"

Spider-man could only let out a sigh as he points his thumb at the hairy mutant. "Hate to admit it, but Fuzzy here has a point." said the Web-Slinger, whose comment makes a growling Wolverine to step forward towards the quipping Wall Crawler, and causing Kitty to step in front of her fellow X-Man and stop him by putting her hand on his chest. However, Spidey himself still puts his hands up in defense as he still gets a seething death stair from the feral mutant. "What?! I'm agreeing with you!"

Having enough antics for one night, Daredevil walks towards where he hears Wolverine's and Spidey's voices so he can address them. "All right, enough!" he said sternly then turns to where he hears Wolverine's growling. "Being a hothead…" The Man Without Fear then turns to where he hears Spidey's rapid heartbeat. "…as well as a wise-ass isn't the smartest thing in the world to do at the moment."

Suddenly, Sue is completely stunned when she hears the word 'hothead' and the phrase 'smartest thing in the world'. For they both remind her of two more important men in her life. One being her baby brother and the other being the man she is became engaged to. "Reed?! Johnny!?" she asks hysterically as she pulls herself away from Ben's arms, then uses his shoulders to push herself up to see if she can spot both her brother and fiancé among the heroes that were imprisoned. Sadly, both are nowhere to be found, which prompts her to turn to Daredevil for answers. "Where are my fiancé and brother?! They were arrested along with Ben and I! They should be here with us!"

With a reluctant sigh, Daredevil turns to where he hears Sue's distressful voice to explain. "I'm sorry Sue, but before coming here, we looked into the Vault's files and saw that while you and Ben were sedated, both Reed and Johnny were secretly shipped over to the Big House in the New York State prison. We were lucky to get to you and the others before they shipped you all off as well."

This news hit Sue like a punch to the stomach. Knowing that the other half of her family was not in the same building was one thing, but the fact that they were in another prison where they were possibly being tortured or worse, it was almost too much for the normally strong Invisible Woman to take. "No…" she whispered in despair with tears running down her cheeks, and buries her face in her hands. "Please god

Ben puts his giant right hand on Sue's shoulder for comfort. "Don't worry Suzie…we'll get 'um back." He then gives Daredevil a narrow brow. "Won't we, horn-head?" he asks gritting his teeth.

"Yes, you will." replied Daredevil in a reassuring tone, holding his right hand up to try and calm Ben down. "Even as we speak, we have friends over there now trying to free them, as well as other prisoners there. But we obviously can't reunite the Fantastic Four if we stay here any longer." With that said, the Man Without Fear turns his attention to the still exhausted Dr. Strange. "Doc, I know this may sound like asking for too much, but our forces outside can't hold on much longer. So we need you to create some 'spiritual beacon, your wife she could teleport you, our team and few others out of here."

Suddenly, the reference of his wife is enough to shock the Doctor out of his half sedated state as he turns sharply at Daredevil. "What?! Clea is here in New York?!" he asked the horn-headed vigilante in disbelief. "But I thought she was." At that point, he shook his head to regain focus at the task at hand: Helping he and his friends escape. "Very well, I will try..." With that said, the Sorcerer Supreme soon crosses his legs goes into what looks like deep meditation. From then on, he begins to glow in a goldish type aura.

Just like everyone else in the room, Spidey couldn't help but be taken aback upon seeing the Doctor glowing. However, his shock in awe is stopped when he feels his spider sense return in full force. Now alert, the Web-Head looks straight ahead to the direction of what was causing it, and to make matters worse, his Aunt May was standing right there in harm's way! Acting fast,, Spidey holds up his right hand, shoots a web-line which sticks to May's abdomen and pulls her straight towards him! The Web-Head then holds his left arm up as he waits for the screaming May to come his way, and once she does, he catches her and takes her to the ground as if to protect her.

Surprising, Spidey isn't the only one who senses impending danger. For Daredevil somehow hears the sound of something massive about to burst through the place where May was standing. Knowing that he in his team are in danger, he joins Spider-man in yelling this in unison:

"…INCOMING!"

The combined yell of both Spidey and Daredevil and thus caused everyone in the room to look for what cover they could find, but sadly none could be found. However, Sue knows of one way to save everyone, despite still feeling groggy from the drugs. With that in mind, she musters what strength and energy she has in her body, concentrates, and in the process creates a large transparent bubble which covers not only her, but Ben and the rest of her comrades as well.

And not a minute too soon, for a split second later, a laser blast burst through the wall and into the room! Luckily, the blast itself, as well as the debris it made, end up hitting Sue's protective bubble and thus saving Spidey, Daredevil and the others. As the smoke cleared, all that was left was a large hole in the wall, showing the battle that was still going on outside.

Moments after creating it, Sue disperses the dome and falls on her hands, exhausted after using her powers while still not fully recovered from the drugs.

This causes the overprotective Ben to kneel down and gently puts his hands on her shoulders to assist her.

Meanwhile, Kitty was just as nerve racked after the attack, but was also stunned with how Spidey knew the attack was coming before it even happened! Almost as if he was clairvoyant. Curious, the X-Girl goes around Ben and looks at Spidey, who is now helping up his overly anxious aunt to her feet. "Okay, how did you do that, Bug boy?! How did you know that that blast was coming?!"

Before Spidey could answer, he suddenly feels his spider-sense return, forcing him to turn and look at the hole. "Right now, there are more important things to wonder about."

Moments later, the source of the blast finally shows itself in the form of a Guardsman, who is seen using his jet boots to hover in the air and holding his smoking gauntlets up. "Damn! I missed that mutie b…" Suddenly, the Guardsman looks though the hole he created and sees Spidey, Daredevil, and the freed prisoners. "Oh crap!" uttered the shocked enforcer, then pressed a button on his helmet to activate an intercom system that he shared with Guardsmen in the area. "Attention! We have a break out in solitary! Requesting…."

Suddenly, before the Guardsman could finish his call for help, he is struck down by a lightning bolt from up above and falls smoking to the ground. Not long after that, the beautiful mutant Storm lowers herself, then levitates through the hole and enters the room to check on her comrades. "Is everyone all right?!" she asked concerned.

Spidey, however, couldn't help but feel beside himself when he heard Storm ask that question. Almost feeling that after what just transpired, she should already know that. "Oh sure!" said the Web-Head in a sarcastic tone. "I mean, aside from the fact that we're all scared out of our freaking minds, we're just dandy!"

Storm look at the Wall-Crawler with a confused expression. Granted, this was the first time she saw him, but his blunt remark is what really stunned her. All which makes her turned to Daredevil for clarification. "Who is this?" she asked Daredevil, using her left hand to point to Spidey.

"Long story." replied the Man Without Fear. "But right now, how are you and the others holding up outside?"

Storm lets out a troubled sigh as turns back to look at the mayhem outside then turns back to Daredevil himself. "So far, we're holding strong. But I'm afraid it won't be that way for long, Murdock."

Even while deep in meditation, the glowing Dr. Strange can overhear what his friends are saying. "In that case, madam…" said the Doctor in somewhat dual voice, possibly due to the mystic energies coursing through his body. "…let us not stay in this dreadful place any longer!" At that moment, the Doctor opens his eyes to show them now burning yellow, and a split second later, he projects an pinkish bubble which not only engulfs him, but everyone else in the room.

Before being consumed by the bubble, Kitty quickly stands up and walks over to Dr. Strange in hopes of stopping him. For aside from saving her friends and other prisoners, she also had one person in particular that she wanted to rescue and couldn't leave just yet. "Wait, we still have to look for…" before she could finish, it was already too late. She, along with the rest of her teammates were engulfed within the Dr. Strange's energy bubble.

The pink energy ball does not stop there, for it continues to expand until engulfs the entire building! It then continues to expand towards the city block to which the Vault was built upon, and also consumes both the Guardsman and Colossus and the other heroes! Moments later, the bubble soon begins to shrink back into solitary cell from and vanishes out of sight, along with Spidey, Daredevil and the others.

As the Guardsmen stand completely confused as to what just transpired they received two more surprises. The first is that Colossus and the heroes that they were fighting and trying to subdue were now gone. And the second was the sound that was similar to that of a jet engine running from high above. They look above, and are soon mortified that the sound came from that of…

IRON MAN: (the red and gold armored leader of the Ultimates) He hovers the Guardsmen thanks to his rocket boots, but has his arms crossed and appears less than pleased. But if that wasn't bad enough for the Guardsmen, the armored Shellhead is accompanied by two of his teammates of the Ultimates. Namely…

WONDER MAN: (a bulky man with black hair and glowing red eyes. He also wears a black jump suit with a red 'W' on his chest and was also hovering in the air via rocket boots)

And JACK OF HEARTS: (a thin man with a the right side of his face painted black and a red heart painted over his eye. He also wears a black and gold clothing resembling that of his playing card name sake, and strangely levitates in the air without the air of rocket boots)

Seeing that he has the frightened Guardsmen's attention, the agitated Iron Man speaks up. "All right, which one of you is in charge here?"

Out of all the fear filled Guardsmen, one of them finally steps up, though somewhat intimidated by the seething Iron Man. "I…I'm the Chief of Security, sir. The Warden is currently 'indisposed'…" said the Chief half truthfully, remembering the warden fainted just as the breakout began. "We were trying to…"

"Shut it!" Iron Man barked, then points at the nervous Chief. "You and I are going to have a nice little chat." For a brief moment, the Shell head looks up to address the rest of the Guardsmen. "As for the rest of you, search the prison to make sure no other prisoners escaped! Move!"

Without question, the Guardsmen soon scrambled around the Vault to look for any escaped prisoners.

As for Iron Man, he looks over his shoulder to address Wonder Man and Jack of Hearts. "Go with them. Make sure they don't screw this up."

After receiving their orders, both Wonder Man and Jack of Hearts fly off to aid the Guardsmen to secure the prison.

Meanwhile, Iron Man himself turns back to the Chief and lowers down to him. "Now then…tell me everything that happened. The large bubble we saw on our way here, the renegade heroes who are SUPPOSE to be here for us to arrest, EVERYTHING!"

**ELSEWHERE****…**

Inside a large, empty wooden room, three women are standing inside a circle glowing with bright gold energy with their hands raised upward. And they were…

CLEA: (The beautiful wife of Dr. Strange, who appears to be the same age as him. She also has shoulder length white hair and dressed in stylish pink clothing)

SERSI: (The former pupil of Dr. Strange himself and now a powerful sorceress in her own right. A stunningly beautiful woman in her late twenties, early thirties with long black hair and in a green dress)

And AGATHA HARKNESS: (The most respected sorceress throughout all of the mystic elderly woman who wears a medieval era blue dress)

As the three magical women continued with their spell, there was another person was in the room watching. Who turned out to be...

WONG: (Dr. Strange's loyal servant, a bald Chinese man dressed in traditional Asian clothing and stood in complete awe at what was transpiring)

Suddenly, it appeared that what the three mistresses of magic were trying to accomplish finally came to fruition. For at that moment, the glowing energy that was surrounding them soon became brighter, until a split second later, a spark of brilliant white light engulfed the entire room.

Moments later, the light finally dies down, and the ladies, as well as Wang, look around the once empty room and see that it is now filled with new 'guests'.Specfically the still exhausted Dr. Strange, Daredevil, Spidey and the rest of the heroes that were present at the Vault. The Doctor and his comrades were not the only ones to appear. For also present was May Parker, and nineteen other civilians that were being held in the hellish prison.

Happy to see her husband arrive safely, Clea runs towards him while he was trying to stand up, then wraps her arms around him and kisses him hard with every emotion in her being.

The Doctor's eyes shoot wide upon having his lips meet Clea's but then closes his eyes, happily wraps her arms around his wife and returns his kiss. But as they pull away, he looks into her eyes with a stern expression as he asks her this. "Why aren't you in Canada? You know it is too dangerous for you to stay here now!"

Clea gives her a worrisome husband with a sly smirk. "You're welcome, loving husband."

Soon after, Wong, followed by Agatha and Sersi, walks over to Dr. Strange, as he was being helped up by Clea. "Doctor! Thank Buddha!" he said as he helped him to his feet. "Are you all right?"

"I've been worse, old friend." The Doctor replied to reassure his companion. He turns his attention to both Agatha and Sersi with a raised eyebrow. "And I take it Clea convinced you two to come here?"

The normally stiff and reserved sorceress gives the Doctor an uncharacteristically small smile. "Well, your wife does have a silver tongue after all."

Sersi couldn't help but chuckle at Agatha's reply, but her smile quickly turns into a frown when she looks around and sees the freed civilians. "But I just wish we had freed all of the prisoners instead of the numbers that we could manage."

"Fear not, Sersi…" said the Doctor, who takes a moment to look at Daredevil as if to get clarification that he's thinking what he is thinking. "…in time, we will."

Daredevil turns to the direction of where he heard the Doctor's comment, then gives him a nod of agreement.

After receiving notification from his horn headed comrade, the Doctor turns his attention back to his wife and two sorceresses that helped her teleported him and everyone else to this location. "But for right now, let us welcome our guest. "With the help of Clea and Wong, the still recovering Sorcerer Supreme walks over to the center of the room to address the shocked and confused civilians. "Ladies and gentlemen, if I may I have your attention please." he said loudly for everyone to hear.

The freed but confused civilians hear the Doctor's call and all turn their attention to him, all wanting to know what was going on. Daredevil, as well as his fellow heroes, also listened to what the Sorcerer had to say in hopes of figuring out their new 'living arrangements' after their successful rescue mission.

As the Doctor began to explain what just transpired, there were only a couple of people who weren't paying much attention. One of whom was that of Spidey, who was still confused as to how he came to this mysterious place, but was primarily focused on his Aunt May, who by now was listening to the Doctor speaking while still having a distressful look on her face. This no doubt told the Web-Head that his aunt was still worried about 'Peter Parker's' well-being and wanted to take of his mask and explain the truth right then and there. However, before he could, Spidey found himself momentarily distracted when he noticed the first positive thing since the start of this God awful night.

That being Kitty running over over to a middle aged brunette woman within the group of rescued prisoners. "Mom!" she said happily as she embraced her, on the verge of tears.

"Kitty! Thank God!" cried the teen heroine's mother as she held her daughter tightly.

While this made Spider-man smile, he turned around to see another happily reunited pairing…but in almost utter shock. It was the two mutant men, Colossus and Northstar, who hug each other tightly! As they both pulled away, he sees Northstar place his hand on the steel X-Man's metal plated cheek.

The Web-Head was quite surprised by this, but did not judge! He always did feel that everyone has the right to do what makes them happy and comfortable, and besides, being in a room filled with people with superpowers, he clearly had no right to judge anybody different! After letting the pairing have their moment, he soon looks around the huge room, and turns his attention to Dr. Strange, who by now has finished explaining to the people on what just transpired.

"Now then…"said the Doctor with a calm demeanor. "Are there any questions."

At this point, a still bewildered Spidey couldn't help but raise his hand to get the sorcerer's attention. "Uh, yeah… where are we again?"

"My Sanctum Sanctorum…"the Doctor replied. "Or at least…one that is recently established."

"Recently established?" asked the Web-Head, and soon sees the Doctor holds up his hands, and uses his recovered energy to create a lare ball. Spider-man walks up and looks into it…and inside he sees everyone in the room, including himself. As if it were going in rewind he sees the image zoom out from the huge room to upstairs the outside of what is revealed to be a three story building with a mystic symbol located just between two Chinese restaurants in New York City, Chinatown. "No way…Chinatown?!"

"Correct, dear-boy." The Doctor told the amazed Spidey as he made the screen disappear. "This residence is one in which Wong and I have recently constructed in case my original Santorum had been either taken over or destroyed. And as you may have deduced…the Ultimates have confiscated my old home upon my arrest for my refusal to conform to President Osborn's act of tyranny. And for now, this shall serve as a place of safety from his squads."

With a raised eyebrow, Wolverine walks over to the Doctor and faces him. "How safe, bub?"

The Doctor glances back at the X-Man with a calm expression. "You need not worry, Mr. Logan. My new home has ways of… camouflage."

The Sorcerer snaps his fingers and the image in which Spider-man saw soon leaves the ball, and reappears in an energy based, rectangular shape, in a manner in which some might say a 'mystic widescreen TV." The image still shows the sanctum from the outside, but this time, with a golden aura surrounding it.

"The hell is that?" asked the Thing with his arms crossed.

After taking a few moments to recuperate, Dr. Strange finally manages to sit up. "The energy you see surrounding my sanctum is part of a cloaking spell used for protection. Those who look at it from the outside will instead see this image in their minds…"

With another wave, the doctor shows another image of the sanctum, only this time; it has the appearance of a small fireworks shop.

Upon observing, the Beast stands in awe. "Interesting…"

"Ya…" replied Nightcrawler in agreement. "Almost reminz me ov ze "Lord of ze Ringz' moviez."

Spidey, however, tilts his head as he continues to look at the image, as well as the entire room. "I don't know…I'm kinda feeling a little 'Harry Potter' vibe going on."

While many discarded the Web-Head's joke as inappropriate, the only one who truly got a giggle out of it was Kitty. However, she later disguises it as a cough when she gets a look from Logan, Iceman, and her mother.

The heroes were not the only ones who brought their attention to the Wall Crawler. One of the civilian prisoners, a young African American male teen, spots Spidey and is almost star-struck. "Hey, wait a minute! You're that guy who pounded the crap out of Jarko Goodnight on that GCW show! Spider-man, right?!"

Spider-man, quite surprised that he now has a 'fan', shyly scratches his head. "Yeah…uh, that is until I got fired. Much to Jarko's delight…"

At this point, Wolverine couldn't help but let out a laugh after hearing the 'bug's' name. "Spider-man?! Well, the spider part I can believe…but as far as being the 'man' goes…"

With a groan, Spider-man goes to say something, but is soon stopped when Kitty steps in. "Come on Logan, lay off." said the young X-Girl. "He helped us save everyone here…we should be thanking him."

The Web-Head soon gives Kitty an almost grateful expression as he looks at her. "Nice to have a fan."

Meanwhile, however, May grows impatient and waves her hands in the air to get the heroes attention. "Uh…excuse me! If all of you don't mind, I would really appreciate it if you would show me the way out! My nephew is still out there and I need to find him! Now!"

After hearing this demand, Spidey jumps in to talk and help calm down May. "Now wait! Your nephew…he's fine."

"Oh?! And how would you know, Spider-guy?!" May asked skeptically. "Is he part of your little fan-clique too?"

"No…it's just…well…" with a sigh, the Wall-Crawler grabs the back of his mask before, and this time pulls it off, revealing himself to be Peter Parker once more. The troubled teen…and May's nephew.

As expected, this came to be quite a shock for May herself. She could not even think of the words…expect for his name. "….Peter…?!"

Everyone else in the room soon shared May's reaction, especially the Thing, who is seen scratching his solid, rock hard head. "He's…he's just a kid?!"

Though just as surprised, Kitty looked hard at the young face behind the mask, and was almost quite…intrigued. "And…kinda cute." She said under her breath in a somewhat pleased tone, and once again getting a look. "Not that it matters!" she replied to cover up her feelings…but had minimal success.

Meanwhile, after finally letting the shock settle in, May looks at Peter at a very angry demeanor. "So this is what you've been doing these past few weeks?!" she asked with anger and sadness mixing together. "Causing all sorts of frigging trouble by running around in butt ugly long underwear?!"

Peter soon puts his hands up to try and keep the peace. "Aunt May, please!" the young man lets out another sigh as he tried to explain. "Look, I wasn't being part of some street gang if that's what you've were wondering. But you are right about me getting in a huge deal of trouble. I have been acting selfish these past few days, and because of that…Uncle Ben is gone, and both you and MJ are suffering because of my…oh god…" Upon hearing himself say that, Peter's eyes soon grew wider open upon hearing that very name. The name in which brings him back to the beautiful young girl who put her life on the line to save his. "Mary-Jane!"


	13. Chapter 13

**DR. STRANGE'S CHINATOWN SANCTUM; 8:43 P.M. **

Silence had engulfed the once lively room of Dr. Strange's new home. Mostly for the fact that the heroes' new ally, Spider-man, had just revealed himself to be that of a fifteen year-old boy, and identified by his Aunt May as Peter! However…it was that of Kitty Pryde herself who broke the silence by saying…"Uh, Mary-Who?

Before Peter can turn around and answer, he is grabbed by the shoulders by May who turns him to face her. "What does Mary-Jane have to do with all of this?"

Peter gently holds May's arms as he looks at her. "Aunt May…MJ saved my life when I wouldn't come 'quietly' back in Queens, and in the process, she got shot in the stomach!"

"What?" exclaimed May, as she now worried for the wellbeing of the young girl who had long been one of Peter's very few friends, and came to except her as a member of her family.

"I have to check on her, find out if she's okay!" After desperately looking around the room, Peter soon spots a door on the other side of the room and proceeds to walk there with mask still in hand. However, as he makes his way there, his hand is soon grabbed by May once more.

"Young man, wait a damn minute!" May said sharply. "Do you honestly think you can just run outside now that you've just helped in a prison breakout?"

"No one will see me! Trust me, that's part of my plan…" Peter gently grabs his Aunt's hand and looks at her as if he's pleading. "Wait for me, Aunt May. I'll be back to explain everything, I promise." With his final act of reassurance, Peter walks over and opens the door, and was just about to put his mask on. However, this plan soon changes for as he opens it, the other side shows to be nothing but a blank, white void. While he was taken aback by this, Peter was just as shocked when he felt the void suddenly pulls him in like that of a black hole!

Upon seeing this, Aunt May, along with Kitty, Dr. Strange, and Daredevil all screamed in unison. 'No!" All four tried to catch him, but it was too late, the door had already sucked Peter in and closed before they could save him.

Now hysterical, May soon grabs Dr. Strange by the collar. "What in God's name just happened to my nephew?"

The sorcerer slowly takes May's hands off of him. "Fear not, ma'am, the door did not destroy him." The doctor assured. "For it is a teleportation portal that was built in case of dire circumstances, and 'emergency exit' if you will."

Hearing this news makes a now frantic May feel weak in the knees, and was just about to fall to the floor before Sersi caught her. And though saved, it did not stop May from sobbing her eyes out after seeing her nephew disappear.

May is not the only one who is concerned for Peter's wellbeing. For Daredevil who steps up to where he heard the sound of the Doctor's voice to address him. "Well, where the hell did it take him, Doc?"

With an almost sad sigh, the Doctor turns to answer his horn-headed friend. "To a place that has whatever, or whoever, his heart desires…"

**FORREST HILLS HOSPITAL**

Inside a dark, partly lit hospital room, a flash of light occurs and Peter appears, standing with his arms over his head. As he puts them down, he soon gets a gander of where he is. "Whoa…" he said to himself. "That was freaky." After tucking his mask in the belt line of his tights, he looks around and soon pauses in shock as he sees the very person he was about to search for. Mary-Jane, who now is in a comatose state and lying in a hospital bed, with wires in her arms and breathing through a tube, all part of being connected to a life support system.

Peter slowly approaches her, and puts both of his hands on the bed's support railings as he watches the helplessly unconscious MJ with tears slowly streaming. "MJ…." said Peter still choking back the tears. "I don't know if you can hear me or not. But if you do…I'm sorry. God, I am so sorry. I mean, if I hadn't been so careless about these powers, then I wouldn't even be the reason that you're…" Suddenly, Peter hears the door crack, and turns to see that someone is opening it.

It turned out to be a male hospital doctor, and as he opened the door, he thought he saw a shadowy figure in the room. But as he quickly turned on the lights, it turns out that it was only a sleeping Mary-Jane was there in the room…and no one else. "Odd…" said the doctor as he turned back. "But please, come on in."

The doctor opens the door wider for a middle aged woman with red hair matching that of MJ herself, and kneels down over to the bed with tears pouring down her face. "Mary-Jane! I'm here, baby!" she said in despair, now indicating that she is the girl's mother.

The doctor tried was just about to tell Mrs. Watson her daughter's status, when he suddenly sees the window open, knowing for sure that it was closed. Nonetheless, he walked over and closed it…

…But just outside, Peter was seen clinging to the ledge and close to the window. After letting out a sigh of relief, he moves a tad closer to the window so he can still listen to the conversation inside the room, wanting to know the severity of Mary-Jane's condition.

"We've managed to retrieve the bullet and stabilize her condition." said the doctor as he approaches Mrs. Watson. "But I'm afraid it's still quite critical."

Mrs. Watson soon stands up, and grabs the doctor's arms in very hysterical fashion. "But she will make it, won't she? For God's sake, she has to!"

The doctor gently puts his hands on Mrs. Watson's arms in hopes of calming her. "Mrs. Watson, I assure you, we're doing the best we can. Right now, the main thing is for us to keep a close eye on her at all times."

After letting out a sorrowful sigh, Mrs. Watson nods and turns back to her daughter, gently holding her hand.

"Does her father know about this?" the doctor asked, after seeing that Mary-Jane's worried mother was the only relative to come. "Would you like for us to…"

"No!" she snapped, than turned back to the unconscious MJ. "No, don't bother. He's never really…active." By this, she's revering to all of times that her husband was always half conscious on the couch…while having numerous bottles of Heineken and Budweiser. "Besides, I told my sister, and she's already on her way. But please…can I have just…a few minutes alone with her?"

"Of course." the doctor said gently and soon leaves the room.

Soon, Mrs. Watson now begins to sob for her daughter's wellbeing. "Damn Peter Parker!" she said catching her breath. "I knew he was trouble! From when I spotted him sneaking out of his home, he must've done something to piss off those Guard-people, or whatever they are! And now, because of him and the mess he created, you're in here and he's out there doing…" she choked back tears for one moment, with her grip on her daughter's hand now tighter. "He's just as responsible for what happened to my baby! That damn Parker kid!"

From outside, Peter could feel nothing but sheer pain of heartbreak after hearing Mrs. Watson's remark. For those words were more painful than any punch or attack he's received when he first put on the costume. And what was most painful of all, the young man s couldn't help but agree with Mrs. Watson about the fact on how that they both felt that he was responsible for Mary-Jane's hospitalization…and couldn't blame her for cursing and shunning him. Upon which, he shoots a line on a building right across from the hospital and zips off to his next destination

**FORREST HILLS; PARKER RESIDENCE**

Sitting on the roof of a building just a small distance away, Peter looks at his own house, which by has yellow "do not cross" tape all around the property and a drawing of a dead man on the door stop in white chalk, indicating where his Uncle Ben's body once laid. Peter stared at that spot with sadness and regret, and even wishing that that was 'his' spot instead of that of the kind old man that had raised him for so long. It would take something truly astronomical to snap the grieving teen out of the depression he was in.

And soon came in the echoing, almost ghost-like voice that sounded identical to that of a new comrade in Dr. Strange soon spoke up. "It never is easy to lose someone you love…"

Hearing the Doctor's voice shocked Peter so much, it almost caused him to fall off the roof! But after using his right hand to cling on to the ledge and stop himself from falling, the young man pulled himself backed up and found himself looking at a yellow glowing spiritual form of Dr. Strange himself! "D…Doc? But how did you..?"

"Arrive here?" said Dr. Strange with a raised eyebrow. "Well, physically speaking, I did not. This is an astral form that I'm projecting from my sanctum in order to contact you."

"Okay…." Peter replied in a somewhat shocked and despondent tone in seeing the spiritual form of the Sorcerer Supreme. " Well, no disrespect, but I can't help but be a little freaked out right now in seeing a…well, ghost version of you right now!'

Dr. Strange could not help but give a small smile from Peter's answer. "Yes, well, I do have that way with people." His smile soon changes to a look of sorrow as he turned and took a glance look at the crime scene of Ben Parker's murder. "I'm truly sorry for your loss."

"…So am I." Peter replied fighting back tears. "And what gets me the hardest…is the fact that way before all of this, I had the chance to stop the guy who pulled the trigger on both my Uncle and MJ, but I didn't. All because I had let these powers…and my ego get to my head."

The sorcerer could see Peter's pain as he was told this…and also saw the courage it took for him to do so. He soon floats over to the young man slowly. "Peter, what happened was not your fault. It was that of the Guardsman, whom you later made paid. And let us not forget you later used those powers to help myself and others escape…including you aunt! Which is why I ask you to let me transport you back to my sanctum and back to Mrs. Parker? For now, she needs you more than ever."

Peter couldn't help but shake his head upon this. "Doc, if I do come back, would Aunt May even want to speak to me again after all the…?" The conversation is soon put on hold for at that time, the grief and remorse that Peter felt was soon replaced by the irregular tingling of his spider-sense. "…Oh no…not now!"

"What is it?" Dr. Strange asked concerned, and both he and Peter were shocked to see what caused such alarm. It was that of a thin, purple energy beam heading straight towards them.

Peter was able to avoid the beam by jumping out of the way and letting it explode behind him, but the force itself made quite an effect on Dr. Strange's aura and thus caused his spiritual image to dissipate into nothing.

**STRANGE'S SANCTUM**

Back in his Chinatown home, Dr. Strange, in his true physical body, soon returns to reality with a shocked expression, which nonetheless catches everyone's attention, especially his aunt.

Daredevil soon approaches the now conscious and seemingly worried sorcerer. "Doc, what is it? Did you find him?"

"Yes…" Dr. Strange stands up to face the group. "But my contact with him was severed by an ambush! The young man is in dire need of assistance! "

"What?" shouted a distraught May upon overhearing the status of her nephew, but is later comforted by Sue Storm who gently grabs hold of her shoulders in support.

"Damn it!" Daredevil said under his breath, but he along with his teammates are alarmed by the sound of what appears to be a digital phone ring.

As it turns out, Wong reaches in his jacket and pulls out a ringing cellphone that was given to him by Daredevil's other comrade who was off leading a team of his own to free prisoners from the prison known as the Big House. Nonetheless, the curious Wong unfolds the phone to stop the ringing and puts it to his ear. "Hello?" said Wong, who listens to the voice on the other line. "Ah, yes he is…one moment please." The faithful servant of the Doctor then places the phone on his shoulder then looks straight ahead at Daredevil. "Mr. Murdock, it is General Fury. He would like to know the result of your mission."

With having to comfort Peter's frantic aunt, a very irritated Sue addresses Wong. "Look, tell him that we're all here but right now…"

Suddenly, Daredevil interrupts Sue by sticking his hand out in the direction where he hears her voice. "Hold on, Sue!" he tells the Invisible Woman then turns to Wong himself. "Wong, tell Fury that we did our job, but we need a few of his people! We have a situation…!"

**QUEENS**

Meanwhile, Peter web-zips from rooftop to rooftop, and now on the run. "Jeez, is it too much to ask for me to just mourn for my Uncle without people trying to kill me?"

Suddenly, as Peter lands on one rooftop a shadowy figure swoops in and stops right in front of him, stopping him before he could shoot another line.

Much to the young man's surprise, the figure turns out to be the Ultimate known as Jack of Hearts, who levitates in front of the teen with his arms crossed as if to look superior. "Yeah, sorry about what happened back there. The blast was meant to stun you." He said to Peter, though not sounding very sincere. He then holds up his right index finger and makes a small purple energy charge in an attempt to intimidate Peter. "But there are times when I don't know my own strength."

Though clearly nervous, Peter hides it with a sarcastic demeanor. "Well, that's real comforting Mr. 'face- painted, heart loving, dressed like going to the renaissance festival, crazy guy'. And as much as I love to see you act badass when you look goofy, I got to skedaddle." Peter soon turns to the left side to run off and swing to the next roof top. But just as he takes the first two steps, the bulky Wonder Man literally drops in and lands right in front of the web-sling-teen, stopping him in his tracks.

At this point, a stunned Peter soon steps backward to create distance between him and Wonder Man, but is soon alerted by hearing what sounded like jet engines running just above him. This prompts the young teen to look up and cause his eyes to grow wide in disbelief. "No…freaking…way!"

The source of the sound is none other than the Ultimates' leader himself, Iron Man, who hovers down and lands safely on the rooftop, facing the shocked Peter himself. "Peter Parker, I presume?"


	14. Chapter 14

_**Well, I'll tell you this…of all the places to be star-struck, it had to be on a rooftop in Queens with two other super powered guys wanting to snap me in half. Iron Man, one of the founding members of the Ultimates was standing right in front of me…and he calls me by my name! But the thing is…this wasn't the Iron Man that I, along with everyone else in the world knew and admired. As I found out later on this would-be geek out moment…**_

* * *

><p><strong>QUEENS; 8:50 P.M.<strong>

* * *

><p>Seeing Peter somewhat hesitant and with his fellow Ultimates, Jack Of Hearts and Wonder Man ready to jump in, Iron Man holds his hands up to stop them. "Stand down, both of you!" Iron Man said sternly, successfully getting his teammates attention. "Our young friend here has been through enough heartache, so let's not make things more difficult for him than they already are."<p>

With that order, both Wonder Man and Jack of Hearts step back from Peter and stand in a relaxed posture.

Peter, on the other hand, remains skeptical from Iron Man's passive nature. "So what, this is your nice way of saying I'm under arrest?"

Despite Peter's defiant nature, Iron Man still tries to look sincere to gain the young man's trust. "Were hoping to avoid that."

"Really…?" Peter fires back, taking offense to that answer. "Did you instruct your new armored cops to tell that to the REAL superheroes, as well as the innocent people who can't pay these crazy taxes before hauling them off to that Vault prison…?" As he continue, tears begin to well up in Peter's eyes as he brings up the two moments that still hurt him like a knife slowing going into his heart. "Or hey, did you even bother to tell that to the freaking coward who killed my uncle and one of my closest friends in the hospital?"

Before replying, Iron Man lets out a sigh of frustration, but manages to disguise it as a way of showing he feels Peter's pain. "The events you just described were both unfortunate and beyond my control. And as far as what happened to your Uncle and friend, I'm sorry."

"Oh, sure you are!" Peter scoffed with his tears more visible. "I mean, what happened to you, Stark? You, Cap, and the rest of the Ultimates, you always stood up and fought against crazy laws like this!"

'Well, you are right about one thing…." Iron Man replied. "Tony Stark did oppose the Super Human Registration Act, as well as other laws that Norman Osborn made for the sake of this country. And that's what caused him not only his armor, but his entire fortune, his freedom, everything."

Peter, becoming more confused by Iron Man's reply, gives the armored Ultimate a dumbfounded look. "W-what are you talking about?"

Feeling that he had to do better than explain, Iron Man decides to show Peter what he meant about Tony Stark 'losing everything'. Meaning that he puts both hands on the sides of the head then uses the tips of his thumbs to press buttons located in the centers of both 'ear circles'. This causes the secure clamps that attached his helmet to the armor's collar to detach, and thus allows the Ultimates leader to remove the helmet from his head.

Naturally, Peter was both confused yet curious on seeing Iron Man unmask himself, but once he removes the armor completely, he his eyes grow gigantic with pure shock.

For upon removing his helmet completely, it turns out that the man in the Iron Man armor is NOT Tony Stark! Instead, it was a bald man in his late twenties early thiries.

A dumbfounded Peter could only stand there with his jaw hanging down upon seeing this revelation. "W..Who are you?" asked a bewildered Peter once he regained his ability to speak.

"Stane… Ezekiel Stane." replied the man who dons the Iron Man armor. "Owner of Stane International and Stark Enterprises, as well as the new field leader of the Ultimates, by order of President Osborn himself."

The bewildered Peter shook his head in complete disbelief to what he was hearing. "Well, where is Tony Stark? What did you…?"

"Not important!" Ezekiel interrupted. "What is important is trying to help you out of your…'situation'".

"Help me…?" Peter asked, still skeptic of Ezekiel's sincerity, then takes a moment to turn to Jack Of Hearts, points his thumb at him and turns his attention back to Ezekiel himself. "Well, considering that Mr. 'Medieval times' here nearly blew me up, I have a hard time buying that."

Jack of Hearts does not take Peter's remark kindly, especially after he apologized for his attack earlier, even if it wasn't completely sincere. Once more, the Ultimate shows that he is offended by giving the young man an angry grimace with his eyes glowing bright red.

Ezekiel sees this and points at him with a stern and superior stance. "Jack…!" he called, successfully getting Jack of Hearts' attention. "Heel!"

The agitated Jack Of Hearts was just annoyed with Ezekiel's demeaning order. But at the same time, he knew that being with the Ultimates was the best thing that's happened to it and did not want to do anything to jeopardize it. And so, the painted faced Ultimate takes a deep breath and calms down, which causes his eyes to stop glowing.

After putting Jack of Hearts in his place, Ezekiel turns back to Peter to continue his negotiation. "Yes, I saw that as well Peter. And even though what he did was…'impulsive', I assure you that Jack of Hearts is sincere about his apology from earlier." Ezekiel gives one last glare at Jack of Hearts after making this comment, which causes the Ultimate himself to sneer, but also give a reluctant nod to Peter. "He's also one who has great potential for this new world." Ezekiel continued as he focuses back on Peter. "Much like the rest of the new members of the Ultimates….and yourself."

Peter, and strangely enough Wonder Man and Jack of Hearts, couldn't help but be taken aback by what Ezekiel just said.

Meanwhile, Ezekiel is pleased to see that he now has Peter's undivided attention and thus continues. "You see, before we recovered and 'dismissed' your Uncle's killer, he went into full detail on your agility, strength, and your, well, web-shooting ability, and how you used all of them to pound him into next week. And before we started our search, we looked at the Vault's security footage, and we saw 'one particular man' with similar abilities, but dressed in a blue and red costume…." As he goes on, Ezekiel looks up and down the bewildered Peter in the costume that he just stated. "Attire that seemingly is similar to the one you're wearing…minus the mask."

With wide open eyes, Peter touches his face in a panic, and soon realizes that Ezekiel was right about not wearing his mask. He then touches his body until he feels it tucked halfway into the belt-line of his pants, which causes him to let out a grunt of frustration.

Wonder-Man sees this, and lets out a smug laugh at the teen's misfortune. "Yeah, one would think that keeping a secret identity would me keeping your mask ON every time you go outside, small fry. Speaking of which, we also heard from one of the Guardsman that there was someone else in a similar costume who wrestled in the GCW promotion." At one point, the muscular Ultimate looked up and down Peter in his costume. He also went on record on saying that both costumes were ugly as hell, and I can't say I disagree with him.

"Shut it, Williams!" barked Ezekiel then returned to Peter. "But aside from all that, you held great promise even before your spider powers. I've checked your school's records before searching for you and the other Unregister Heroes, and your test scores are most impressive. Perhaps the best I've ever seen. And your academic skills have not only caught my eye, but that of the President Osborn himself, who has informed of the accident of your field trip, and has long sense suspected that the spider bite may have 'improved' you. He also informed me that you are his son's closest friend, Harry, and they both consider you like family…."

At this point, Peter could help but be surprised and flattered about hearing that Norman Osborn admired him and once more, considered him close enough to be family. Granted, he already felt the same towards Harry…but the man who was both his dear friend's father and the President who was, in all aspects, ruling the country with an iron fist? It was something that caused a whirlwind of emotions to spiral within the speechless young teen, almost to the part where he felt his knees weakening.

As he continued, Ezekiel's expression soon changed to that of a sad one. "…which makes the news of you becoming a criminal all the more heartbreaking for them."

This statement is more than enough to snap Peter out of his emotionally weakened state, and thus looks at Ezekiel with deadlock eyes. "Me the criminal?" asked Peter, sounding offended. "I'm not the one who shot two…"

"Peter, please! Just hear me out!" said Ezekiel, holding his hand up to cut Peter off. "You may have given your Uncle's murderer what he deserved, but you also attacked another Guardsman to whom he was partnered with at that time, meaning that the charge of assaulting a Guardsman still stands. And unfortunately, that's not only charge. For not only are you a now a meta-human that is not properly registered to the government, but you're also one that's under the required aged of eighteen years old. Also, thanks to the video surveillance of the Vault, you now have 'aiding and abiding known felons' on your wrap sheet. Namely helping Daredevil and his clique of 'so-called' heroes in causing a prison breakout and freeing prisoners. One of whom being your aunt."

Upon hearing Ezekiel mention his aunt, Peter quickly takes one step forward towards the armored Ultimates leader. "No! No, no! Leave her alone!" said the teen, pointing his right index finger at him defiantly. "She has nothing to do with this!"

As Ezekiel sees Peter move in closer, he also spots both Wonder Man and Jack of Hearts about to close in and attack the young teen. As such, he quickly holds his right hand up and looks at both of his fellow Ultimates with a narrowed brow, which makes them both stop in their tracks. After dealing with both of his teammates, Ezekiel looks back at Peter and lets out a sigh before answering him. "I'm sorry Peter, but there's still the matter of her tax evasion charge. And to make matters worse, her prison escape adds more to her already long prison term." At one point, Ezekiel's saddened expression turns to that of a more lighthearted and optimistic one. "But there is still hope."

Peter gives Ezekiel a raised, skeptical eyebrow. "Yeah, care to define 'hope' in this case?"

"Well, that brings us back to you relationship with President Osborn." Ezekiel explained. "You see, he's willing to grant both you and your aunt full amnesty, save you both from imprisonment and give you a clean, fresh start. But only if you come with us and put you through proper procedures regarding your powers…." As he continued, the seemingly comforting Ezekiel holds out his right hand as if to offer a hand shake. "…as well as tell us the location of Daredevil and his gang."

At that moment, a shocked Peter took a step back from Ezekiel up asking him to betray his friends the so-called fugitives that just helped him save his aunt as well as other wrongfully imprisoned innocents.

Despite Peter hesitance, Ezekiel maintains his patience as he keeps trying to win the young man over. "Look kiddo, if you think you owe Daredevil anything, you're wrong. Because whether he chooses to believe it or not, he, along with other meta-humans and other costumed hero wannabes refusing to register are making things much harder than they need to be. For one thing, wearing masks and keeping our identities secret, all it does is make the public nervous and make it difficult to damn near impossible to earn their trust. Hell, even the Fantastic Four had the right idea of keeping their identities public to the people…which makes their arrest and eventual imprisonment from opposing the bill all the more tragic. And of course, there's YOUNG meta-humans, like yourself. Whether they were born with them, or gain them by some other means. But sadly, have little to no idea on how to control them, at least not without proper training.

"Hold on, wait." Peter interrupted. "When I was wrestling, I did get trained by some of the wrestlers there."

"Yes, but only for a few days…which hardly counts as the experience needed to use and control your abilities effetely." said Ezekiel. "And though it may be true that your time in the GCW helped you out a great deal, wrestling training is not the same as learning to control superpowers. For that knowledge can only be taught by our instructors in H.A.M.M.E.R."

At that moment, Peter looks at Ezekiel completely dumbfounded about what he just said. "O-okay, care to tell me what H.A.M.M.E.R. is?"

"Your last hope…" Ezekiel said gently and raises his right hand once more for the young man to shake. "So please, come with us, Peter. Don't throw your life away"

With everything that's happened to Peter tonight, he didn't know what to think. As if losing his uncle, and nearly losing aunt and Mary-Jane wasn't bad enough, he now has being given a seemingly easy way out of his predicament by a man donning Tony Stark's iconic Iron Man armor, but at the cost of betraying the heroes that helped him save May from the hellish prison. But suddenly, Peter is soon brought out of his troubled state when he is alerted by a strange whirling noise that sounded like it was closing in!

Ezekiel, along with Wonder Man and Jack of Hearts, also hear the sound as well and were just as confused as the surprised young man. Finally, both Peter and Ezekiel turn to where the sound was coming from and both froze in a state of shock at what they were seeing!

It was a circular, thirty inch disc-like shield painted red, white and blue with a white star in the middle. It zooms down at great speed and ends up hitting and ricocheting off of Ezekiel's chestplate, thus causing him to the 'new Iron Man' to fall on his back and Peter lean back to avoid getting hit himself.

The shield then zooms towards and knocks down Wonder Man by hitting him in the forehead, then ricochets and heads back towards the person who threw it:

CAPTAIN AMERICA: (the Star Spangled Avenger himself, who dons his legendary red, white and blue uniform with his matching blue mask with a white 'A' on the front) The Super Soldier is seen standing on the ledge of the taller rooftop next door, then simply raises his left arm and opens his hand to easily catch his shield as if he were catching a Frisbee.

And as if Cap's sudden appearance wasn't surprising enough, it turns out that he is not alone! For with him were two of his closest comrades. And they were:

BLACK WINDOW: (a beautiful, red headed woman clad in a full leather body suit and also donning gold bracelets on her wrists and a red black widow hour glass symbol on her belt buckle.) She arrives on the scene by riding on the back and wrapping her arms around the neck of….

THE FALCON: (an athletically built African American man wearing sunglasses, wearing a black military-like uniform and hovers in the air that's to two sleek black metallic wings strapped to both of his arms.) The winged hero also shows no signs of fatigue or discomfort with having Black Widow clinging to him. Primarily thanks to his prior training in carrying passengers.

With seeing Cap in the flesh, a wide-eyed Peter stood motionless for a few moments until finally, he slowly utters these words upon gazing at another one of his favorite heroes. "Oh…my…god."

Meanwhile, Jack of Hearts is clearly startled with a the arrival of Cap and his two comrades, but soon points both of his hands at the Super Soldier himself, then channels his energy into them, making them glow and ready to fire an energy blast at him!

Black Widow sees the painted-faced Ultimate making his move, and thus decides to act herself. She does this by using her right arm to maintain her firm grip around Falcon's neck and raises her left arm up. The red headed spy then takes aim, uses the tip of her middle finger to double click a sewn-in button her glove and shoots out a net from out of the built in barrel of her bracelet.

The net soon opens wide in mid-air and makes its mark by hitting and wrapping itself around Jack of Hearts, causing him to tumble to the roof floor. He instinctively tries to use his energy to break free, but to his shock and dismay, the glow glows blue and thus begins to drain the energies in the Ultimate's body, thus weakening him.

Meanwhile, the always steadfast Captain America notices Ezekiel sitting up and thus decides to address him. "That's funny, son…" Cap told the fallen Ultimates' leader with a narrowed brow. "We were just about to him same thing."


	15. Chapter 15

_**As if I needed further proof that I was a crazy luck magnet**__**.**__** All I wanted was to check on MJ, as well as mope over how I couldn't save her and Uncle Ben from getting shot, when all of the sudden I get caught in between a stand-off between a fake Iron Man and a very real Captain America! But another big deal that came from that moment was that it led to me making the biggest decision of my life…! **_

**QUEENS: 8:55 P.M. **

After easily subduing Iron-Stane and his men upon arrival, as well as catch the attention of the astonished Peter, Cap takes a moment to look down and addresses the fallen Ultimates' leader. "Well Stane, judging from how I just took you down in a matter of seconds, it looks to me that you're still pretty new at this. So with that in mind, you and your thugs should do yourselves a favor and surrender peacefully by handing over the boy, as well as the armor that you took from Tony. And if you do that, then maybe we can get you out of the country before Osborn can find you and 'deal' with you for letting him down."

While still on the roof floor, Ezekiel gives the Super Solider a smug look as he uses his right hand to reach over and grab the Iron Man helmet and places it on his lap. "Generous offer, Rogers, but I'm afraid we'll have to pass, mostly because we enjoy having the jobs that you and your friends failed so miserably at." He then movies the tip of his right index finger tip and secretly presses a small button just above the left eyelet. "And just in case that hasn't processed through that thick head of yours then let me shed some more light on it!"

For Peter, Ezekiel's strange action was causing his spider-sense to tingle but only to a small degree, indicating only mild danger. However, Peter still knew that this was a way to attack one of his idols and thus tries to move in and stop Ezekiel from carrying it out. "No, wait…!" he said reaching his right hand out, hoping to try and stop and reason with the new leader of the Ultimates.

Unfortunately for the desperate teen, he was too late. For Ezekiel tosses the helmet up high into the air and threw his right arm over his face as if to protect it.

The helmet's eyelets begin to glow, have small rockets pop out of it sides and fire up, making the armor float in the air.

Suddenly, the helmet produces a blinding flash of light that manages to engulf the sky!

And while Ezekiel managed to shield his eyes to protect them from the large spark, Cap and the others aren't so lucky, meaning that the blast completely caught them by surprise and were now blinded as a result. As Cap managed to fall back on to the floor while hold his eyes in pain, Falcon and Black Widow miraculously end up fall onto the same roof top as Super Solider instead of the street below, but sadly, just as pain ridden as ridden as he was!

Another victim of this act was Peter, who uses his right hand to cover his eyes. _"__Damn it! Should've used my webbing to stop him! Nice going, Parker! Sure did save everybody with your quick thinking!" _

Finally, the light dwindles in to nothing and the helmet's eyes stop glowing.

Back on the roof Ezekiel lowers his arm slightly and uses one open eye to see that the large flash has passed. After lowering his arm completely, he looks straight ahead and sees Cap and the others blinded and lying on the nearby rooftop in pain. Pleased to see that his tactic has work, Ezekiel raises and points his right open palm out. "Helmet: return!"

Hearing Ezekiel's voice command, the helmet turns around and flies towards and ends up in the hand.

After catching the helmet, Ezekiel puts his left hand on the helmet's side, thus causing its rockets to turn off and sink back into the slots. He then turns and faces the helmet forward, places it over his head and puts it on, causing the secure clamps in the collar to snap in place and thus completely his Iron Man guise, becoming somewhat of an 'Iron-Stane'.

Meanwhile, the dazed Wonder Man staggers back up to his feet and after shaking his head, he looks down and notices Jack of Hearts still struggling to get free from the energy absorbing net.

Though still weakened, Jack of Hearts looks up and sees Wonder Man staring at him. "Well, are you going to help me out of this thing or just stand there and look stupid?

Wonder Man lets out a growl of annoyance as he walks over, bens down and uses both hands to take hold of the net and thus picks Jack of Hearts up. "What's stupid is pissing off a guy like me." Maintaining a firm grip, the muscular Ultimate uses his great strength to rip the net apart and thus freeing Jack of Hearts, as well as letting him fall to the roof floor buttocks first. "But luck for you, this isn't the time for me to show you why." After tossing the two torn halves of the net over the ledge, Wonder Man turns and looks straight ahead to see Cap, Falcon and Black Widow lying on the roof floor across from them and turns to Iron-Stane confused. "What the hell did you do, Stane?"

"Spark of Excellence." Iron-Stane replied in a somewhat smug tone. "It's one of many new devices I installed in Stark's armor when I acquired it."

Even on the ground, Jack of Hearts could feel his energy starting to return. And so, after forcing himself back up, the painted faced Ultimate concentrates and soon glows in a purple aura, feeling stronger in the process. "Well, aren't you just full of surprises."

"Of course." said Iron-Stane as he was still staring at the pain ridden Cap and his fallen comrades, but then notices something in the shadows just straight ahead. "Inferred vision." said the armored Ultimate, and with that command, the helmet's eye lens soon changes to that of an inferred scanner which detects body heat. And though he spots the heat of Cap and his teammates, he also notices the heat of another person, who appears to be that of a thin female, nearby. This, however, only causes Iron-Stane to smile behind his face plate. "And speaking of surprises…here comes another one!"

Moments later, the feminine figure jumps out of the shadows and reveals herself to be…

SILVER SABLE: (a tall beautiful woman with long silver hair and donning both a silver bodysuit to match her namesake.) After landing gracefully on the roof where Cap and his comrades were lying blinded and defenseless, she soon notices Black Widow and the Falcon both trying to help each other up. Acting fast, the platinum mercenary runs towards both Falcon and Widow, jumps between them and delivers a split kick, with both feet hitting the heroes faces and thus causing them to separate and fall back first onto the roof floor.

As she lands on her feet, Sable looks and sees Cap on all floors trying to stand up and thus uses her right hand to reach into her belt holster, pulls out her silver painted pistol and takes aim at the Super Soldier's head.

Iron-Stane sees this from a far, and quickly holds up his left hand as he goes to call out to her. "Sable, no!" he yelled, and succeeded in getting Sable's attention. "Remember, Captain America and any poor schmuck running around with him is to be taken alive! Those are orders from the President himself!"

Before responding, Sable gives the armored Iron-Stane sneer. "Orders from YOUR president…not mine." she told him in an annoyed tone and with an accent that sounded like a cross between Balkan and Transylvanian. "But, you are the one paying me after all, Stane." The platinum mercenary soon lowers her gun, but keeps it out just in case. "So if you want them, come and get them."

"Thank you…" replied Iron-Stane, with his disdain for Sable brewing in his voice. Afterwards, he turns his attention back to Jack of Hearts and Wonder Man. "Jack, you come with me to round up the prisoners…." Before continuing, Iron-Stane notices the still disoriented Peter using the ledge to pull himself back up to his feet. "Simon, you keep an eye on the kid."

At that point, Wonder Man looks at Iron-Stane with a look of both astonishment and offense. "What? I'm an ass kicker, not a babysitter!"

"You'll be an ass-kickEE if you don't do as you're told." Iron-Stane replied with an angry glare behind his face-plate, then concentrates and causes his gauntlets to produce a glowing purple energy, which causes Wonder Man's eyes to grow wide with fear. "And I've done my homework on you Williams, I've got new toys in my armor that can make that happen." "After getting his point across, he dissipates the purple energy and turns to Jack of Hearts. "Let's go, Jack."

Jack of Hearts responds by giving Iron-Stane a nod of acknowledgement.

Now confident that there will be no further arguments from his men, Iron-Stane powers on his jet boots and hovers in the air.

Jack of Hearts soon levitates in the air to join his armored superior, but while airborne, he takes a moment to look down at Wonder Man to give him a smug smile as if to silently laugh at the bulky Ultimate's misfortune.

Seconds later, both Iron-Stane and Jack of Hearts hover over to the roof where Sable was holding the fallen Cap, Falcon, and Black Widow hostage.

Meanwhile, the now recovering Peter finds himself sitting on the ledge, with his head down and blinking his eyes as he tries to regain his sight. For a moment, his vision was still blurry, but after a few moments, his vision soon returns to normal when he the roof floor more clearly.

_**Well, on the bright side, I didn't go blind from Stane's flash attack, and I learned that I should act a little faster as far as my spider-sense was involved. But sadly, that didn't save me from the god awful sight that I saw next…**_

Shortly after regaining his sight, Peter looks straight ahead to next rooftop over and is shocked to see Cap and his comrades lying in pain and at the mercy of Iron-Stane and his men. Just as he was about to run in and try to help the Super Soldier, he is stopped when Wonder Man placed his hand on the young man's chest.

"Don't bother!" said Wonder Man as he looks down at Peter with a narrow brow to intimidate him, even as he takes his hand away. "Rogers and his little posse are already screwed, but both Stane and the President say you still got a chance to save you and your auntie some serious jail time. So unless you want to screw that up, I suggest you stay right where you are."

_**Okay granted, seeing Cap in trouble was bad, not to mention having 'roidy' there get in my face. But neither one of those was what I was about talking about…**_

As Peter gives an angry glare at Wonder Man, his attention is soon diverted when he hears what appears to be a male voice in the streets below.

"Whoa, hold on guys! Wait a second!" yelled the voice which sounded like he's in his late thirties, early forties and was in distress.

Hearing the voice causes Peter to turn around and look down from the roof to see where it was coming from.

Down below in the now empty streets, the voice belonged to that of a man in a business suit being confronted and grabbed by two Guardsmen in the front door of his apartment building.

"Sir, you know that the city went under curfew less than twenty minutes ago and you being out here is a violation." said the Guardsman grabbing hold of the man's left arm.

"Oh come on!" yelled the anxious, suited man. "I had a hard time getting a cab!"

The second Guardsman maintains a firm grip at the suited man's right arm as he chimes in. "Sorry sir, but the law is the law. You'll have to come with us." With that said, the two Guardsmen proceed to drag the suited man into their van parked in front of the building.

"Hey wait a freaking minute!" yelled the now frantic man as he struggles to pull away from the Guardsmen, but is unable to do so due to their armor enhanced strength. "You call this America?! Take your hands off me!"

During the struggle, the Guardsman holding the Suited Man's left arm uses his right hand to maintain his grip as he secretly pops a small taser from out of his left gauntlet. A split second later, he jabs the sparing darts of his taser into the Suited Man's side!

As for the Suited Man himself, he lets out a loud scream of pain as he felt the powerful electrical current run through his body.

Finally, the Guardsman pulls out his taser out, thus allowing the Suited Man to slump down in a state of semi-consciousness, and before he could hit the sidewalk, both Guardsmen catch the dazed Suited Man and proceed to drag him to their van.

Alarmed, as well as disturbed at what he just saw, Peter puts his right foot on the ledge and was just about to go in and save the man. However, he is stopped when he notices something just ahead.

It was that of a little eight year old boy with brown hair and dressed in white pajamas and was also was living in the same apartment building and was watching Peter and Wonder Man through the window of his room with youthful amazement.

A few moments later, the boy's mother who was a woman in her thirties with brown hair and in a pink robe, appears by the open doorstep of her son's room and sees him gazing out the window. "Kevin!" she said to her son in a stern tone. "What are you doing out of bed?"

The excited boy named Kevin turns and looks over his shoulder to address his mother. "Mom, there are superheroes outside!"

"Superheroes…?" asked the mother, who appeared confused and concerned upon hearing her son say that very word. Wanting to find out more, she walks into her son's room and looks out the window to see what her son was referring to. She then sees both Peter and Wonder Man standing on the rooftop of the building right across the street, and soon pauses in pure fear, knowing that ever since the start of the Superhuman Registration Act, many of the 'registered heroes' were now powerful yet ruthless costumed super-beings that Captain America and the original Ultimates battled against in the past. "….Oh god, no!" said the now frantic mother as she grabs Kevin's shoulders. "Kevin, get away from there now!" she pulls her confused son away from the window and out of Peter and Wonder Man's sight, and afterwards, she looks down a catches a glimpse of the two Guardsmen loading the suited man into their van, and thus quickly rolls down the blinds of her Kevin's window so she and her son cannot be seen!

As for Peter, all he could do was stand there shocked and saddened by the mother's reaction. "She…she was scared of us." he said completely dumbfounded then looks down to see the Guardsmen enter their van and drive off. "We scared her more than those guys."

Wonder Man looks over his shoulder to see the mother fearfully shutting her blinds, but seems completely cold and emotionless. "Yeah, well, fear has always been known to keep people in line kid." he told the young man, then crosses his arms and looks back Iron Stane and the rest of his teammates arresting Cap and the others. "And hell, compared to how crappy and unruly the U.S. was before Osborn took it over, I'd say it's working pretty well in changing this country into how it should be."

_**And there's the sentence that gave me the insight of what President Osborn's "New America" really was: A country that was now being ruled through fear and tyranny instead of freedom and civil rights. And even if what that Stane guy said was true about Norman being willing to grant Aunt May and I amnesty, things wouldn't be any different than how they are now. We would still be afraid for our freedom and welfare, just like everyone else in this country that's suffering because of our President's new laws. And yes, I know that he was Harry's dad, which, for me, made the situation worse. But regardless, I knew that Norman's methods go against everything this country stands for. And with these new powers were given to me by accident, and the powers I led get to my head, I felt that I now had the responsibility to use them in order to try and do something about it. **_

_**And so, on that very rooftop in Queens, that's where I made my decision. The decision on where I stood in all this craziness that's tearing the United States apart, and more importantly, who I stood WITH! And who better to tell this to then Wonder Boy there…**_

With a determined expression, Peter looks down at his mask that was still tucked into his beltline. He then uses his right hand to pull the mask out then uses both of his hands to slid it over his head, thus completing his Spider-Man guise once more. "Yeah well, it doesn't work for me, muscles."

Without even looking at him, Wonder Man lets out a sight of aggravation after hearing the young man's reply. "Well, what the hell are you going to…" as he turns around to address the defiant teen, he is initially surprised to see him not only wearing his mask, but also holding his right hand up in a web-shooting fashion.

Suddenly, a battle ready Spidey shoots webbing from out of his wrists, which ends up covering and sticking to Wonder Man's face! As the now blinded Ultimate walks aimlessly towards to center of the rooftop while trying desperately to pull the webbing off of his face, the Web-Head runs up behind Wonder-Man, then jump up, flips over the web-faced brute's head and plants both of his feet into his large chest. Spidey then uses Wonder Man as a boost to help him jump up higher into the air, which in the process caused the Ultimate to fall back-first onto the roof floor.

While still in the air, Spidey looks down on the roof where Iron Stane and his men were arresting Cap and the others, and sees Jack of Hearts standing over Falcon, holding a pair of technologically advanced cuffs in his right hand as if he was going to arrest the winged soldier.

And so, the airborne Web-Slinger decides to act by extending and pointing his right arm down at the paint-faced Ultimate and shoots a web-line which ends up hitting and sticking to Jack of Heart's left shoulder pad. From then on, Spidey makes his move by pulling hard on his end of the line, which not only forces Jack of Hearts to turn around and face him, but also causes the Web-Head to zip down towards him. As he sped down towards his Ultimate opponent, Spidey pulls his knees into his chest, and once he got close enough, delivers a powerful double legged mule kick to Jack Of Heart's chest, which knocks the Ultimate off of his feet and sends the Web-Head straight towards and behind Iron-Stane, who by now was holding Cap up in the air by his collar, taking his shield off of his arm and tossing it to the left side of the roof.

Once he approaches the armored leader of the Ultimates, Spidey places both hands on Iron Stane's head, one on the top of his head and the other on the back of his neck, which forces him to drop Cap. Still having full momentum, the Web-Head drives Iron-Stane's head face-first into the roof floor. Spidey himself manages to land safely in a crouching position thanks to his agility, and upon seeing Cap dazed on the roof floor he jumps over the fallen Iron Stane and approaches the Super Soldier. However, he takes a brief moment to look around and see where Iron-Stane threw his shield, then shoots a web-line from out of his left wrist, thus ensnaring the legendary weapon then pulls it towards him. After catching the shield, Spidey then turns and kneels down to his fallen hero, and gently grabs his arm to help him up. "Cap, you okay?"

Cap was naturally is unharmed, and upon hearing the voice of Peter, as well as feeling him grab his arm, he starts to come out of his dazed state. But when he looks up to face the young man, he is slightly shocked to see him in his mask. "I've…been through worse." he tells the masked Web-Slinger, allowing him to help him up on his feet. He later sees the young man present his shield to him, and thus takes it and slides back on his right arm. Afterwards, Cap puts his left hand on Spidey's shoulder and gives him a small smile. "Thanks."

For Spidey, having one of his lifelong heroes just acknowledge him, let alone thank him, was something that once again left him speechless and in awe. So much so, that he found himself grateful of the fact that he put on his mask, so he could hide his 'fan-boy' face.

However, little did both Spidey and know, the Silver Sable sees what just transpired, and needless to say, stands completely dumbfounded with she saw the Wall Crawler just did to two 'mighty' Ultimates. But, she also knew that Iron Stane was paying for her services, and thus points her pistol and takes aim for Spidey's head.

Meanwhile, the Black Widow while still lying on the roof floor, begins to stir and upon looking up, sees Sable pointing her gun at the Wall Crawler. Knowing that she needed to act fast, Widow quickly to her side and uses her left leg to perform a leg sweep, which knocks the silver assassin off her feet and falling hard on her back, causing her to drop her gun in the process. As Sable rolled backward to get into a kneeling position, Widow manages to pop back up on her feet, and spots Sable also up on her feet and running towards her with her left fist cocked back. Knowing that she's not out of the woods yet, Widow uses her right arm to perform and inside block and successfully deflects Sable's punch and in the process, spins around and counters with a left handed back fist, hitting the side of Sable's face.

Meanwhile, both Spidey and Cap still stood over the now kneeling Iron Stane, but with the Web-Head with an alarmed expression and looking over his shoulder after feeling his spider-sense tingle. He sees that what trigged his spider-sense was that of Silver Sable, but was relieved to see that she was no longer a threat, for she was now in a crouching position and in the grasp of the Black Widow, who mercilessly delivers powerful knee strikes to Sable's mid-section. Sadly, the Web-Head's relief is short-lived, for he feels his spider-sense return and thus prompts to turn and look down to see what the danger was this time.

Sure enough, it was that of Iron Stane, who holds his right hand over his left shoulder, and blindly, if not desperately, throws a stiff backhand fist!

Before Spidey could react, however, Cap moves in, wraps his left arm around the surprised Wall Crawler, and pulls his shield in front of both of them. As expected, Iron Stane ends up hitting the shield instead, but his armor enhanced blow was so strong, it sent both Spidey and Cap flying backward.

Fortunately, Spidey was quick to save both himself and his idol from falling off of the roof by using his right arm to hold onto Cap close, then takes his left arm, points it down in a web-shooting motion, and shoots a web-line at the very center of the roof. Afterwards, he webs zips over back to the roof, where he and Cap land safely in the center.

After seeing Spidey save both himself and Cap, Iron-Stane stands back up on his feet thus sees that the masked Wall Crawler was the one who slammed his face into the roof-floor and whom he unknowingly attacked. Realizing his mistake, he stands back up to try and reason with the young man, but instead gets another surprise when Jack Of Hearts comes flying out of nowhere and crashes into Iron-Stane, causing them to both tumble down to the roof floor.

Needless to say, both Spidey and Cap were totally bewildered at what they just saw, and as they turned to the direction where Jack of Hearts came from and saw what sent the painted-faced Ultimate into his leader.

It was none other than the Falcon, who used his wings to dash over to the two surprised heroes, and when he approaches them, he retracts his wings back behind his arms, to which they now looked like long blades protruding from the top of his elbows. "You guy all right?"

"We're fine." Cap replied then used his left hand to touch Peter's shoulder. "But mostly thanks to him."

Falcon looks at the Web-Head and gives him a small smile. "Yeah, the little dude saved my ass from that purple faced clown there." Said Falcon as he points at Jack Of Hearts with his right thumb. "And I thought we were supposed to be rescuing you?"

After being praised by both Cap and Falcon, the sheepish Spidey couldn't help but scratch the back of his head as he struggled to find the words to respond. "Yeah, well I…"

Suddenly, the Wall-Crawler is cut off when he spots the Silver Sable back-flip right past him and land safely to her fallen retainer who was Iron-Stane, who was being helped up by Jack of Hearts. After landing, Sable is shown to have blood coming down her bottom lip, to which she uses her right hand to wipe off.

Confused as to how Sable came into view like that, Spidey looks over his shoulder and sees the Black Widow walking towards the Web-Head and her teammates with a determined look. "Afraid he hasn't saved us just yet, Wilson." She said popping her knuckles.

As Spidey looks straight ahead, he sees Widow's point when he sees Iron Stane, Jack of Hearts and Silver Sable all standing tall and fully recovered. And as if that wasn't bad enough, an angry Wonder Man comes leaping from the air and lands hard on the roof and right behind Spidey and the others.

With the loud arrival of Wonder Man, Iron-Stane and his teammates take this opportunity to spread out and surround Spidey and his new comrades.

Now seeing the severity of the situation, Spidey stands back to back with Cap, Widow, and the Falcon. "Understatement of the millennium…!" the Web-Head said to Widow as he joins her and the rest of his new friends in getting in a defensive fight stance.

_**Yeah, I know, smacking around fake Iron-Man probably didn't seem like the smartest idea. But still, it was allot better than constantly fearing for my life…and being feared for wearing a costume. These guys needed a lesson on how heroes were supposed to be! And with the help of Cap and his buddies, it looked like yours truly was going to have to be the one to teach it to them…as well as pray that I don't get killed in the process. **_


	16. Chapter 16

**QUEENS; 9:00 P.M.**

* * *

><p>After finally choosing a side, Spidey now stands back to back with Captain America, Black Widow and the Falcon as they now find themselves surrounded by Iron-Stane and his men.<p>

Iron-Stane, who stands in front of both Cap and Spidey, sets his sights specifically on the Web-Head. "You disappoint me, Peter. I thought you would be smarter than this."

Spidey gives Iron-Stane an angry glare as he gives his reply. "Oh yeah, you're right." he said to him in a sarcastic tone. "I should've caved in and told you where the REAL superheroes were. And in the process, agree to live in a new U.S. of A that's now run through tyranny and fear, and be trained into becoming a super powered stooge and be feared by the public I'm 'supposedly' trying to protect. Oh, how I now regret my decision."

An angry Wonder Man, who is standing right in front of both the Falcon and Black Widow, lets out an angry growl upon hearing the Web-Head's sarcastic reply. "Oh, you soon will be, you little snot nosed…"

"Coot it, Williams!" yelled Iron Stane, trying to hold off the violence to once again attempt a negotiation with the Wall-Crawler.

As for Wonder Man, he looks over Falcon and Widow so he can address Iron Stane. "Oh come on, Stane! The kid obviously made his choice, so we might as well bring him and his new friends in the hard way!"

Jack Of Hearts, who stands face to face with the Falcon and pointing his energy charged fist at him, never takes his sight off of the winged solder as he as he says this to Iron Stane. "Big man has a point there, boss."

Silver Sable decides to butt into the conversation while standing face to face with Black Widow in a fighting stance. "Gentlemen, I honestly could care less who has a good point or not. So if you don't mind, can we please just get this over with so I could get paid?"

The Black Widow, who also stands ready to fight, stares a hole into Sable as she waits for her to make the first move. "Really, you're getting paid to get your boney ass kicked?"

"ENOUGH!" yelled Iron-Stane, successfully silencing his team. He then turns his attention back to Spidey. "Well, how about it, Peter? Are they right?"

Spidey still keeps his dirty look as he addresses the Ultimates leader. "Well, in the 'making my decision' part, yeah pretty much."

After overhearing Spidey's brave words, Falcon maintains a fierce fighting stance as he defiantly looks at Jack Of Hearts. "So if you punks want the kid, you'll have come through us first!"

Jack of Hearts gives the Falcon a smug smile before responding. "Happy to oblige..." He then channels his energy into his hands, thus making them glow much brighter, and fires an energy blast at the winged soldier.

Falcon sees this attack coming, thus instinctively pops out the wing in his right arm and holds it up in front of him like a shield. He successfully blocks the blast, and then pushes it away from him in an outside block motion and counter attacks by giving Jack Of Hearts a left legged front kick to his chest, forcing the Ultimate to stagger backward. Not wanting to give his disoriented opponent a chance to recover, Falcon pops out his left wing, then flaps both wings backward thus dashes towards Jack Of Hearts to continue his attack.

Sadly, Jack Of Hearts manages to regain his composure by levitating just a few inches off of the roof floor, then waits for Falcon to come at him with a right legged flying thrust kick and grabs the soldier by the ankle. With a good grip, the painted face Ultimate spins Falcon around at top speed then let's go of his leg and sends his winged opponent up high into the air.

Miraculously, the Falcon quickly flapped his wings backward to stop himself and as he hovered into the air, he looks down and sees Jack Of Hearts speeding towards him with fists glowing! With a determined look, Falcon zooms downward towards his painted faced opponent at great speed, like his namesake going after its prey!

Meanwhile, Sable has had enough waiting and thus begins her attack against Widow by throwing a left handed jab.

Black Widow manages to use her left hand to perform an outside block and deflects Sable's punch. She then attempts to counter by throw a right hook.

However, Sable holds up her right arm to block Widow's blow and throws a left legged outside crescent kick, hoping to take the super spy's head off.

Fortunately, Widow ducks underneath the kick, the pops back up and attempts to counter with a left legged crescent kick of her own.

Sable, however, spotted this attack and not only ducks underneath the kick, but also passes underneath Widow's right side, ending up behind her. After standing back up, the platinum assassin turns to face Widow's back, and then wraps her arms around Widow's neck in a reverse choke hold, using her left arm to squeeze the red headed spy's throat.

Luckily for Widow, she manages to get out of this hold by using her right hand to grab hold Sable's tricep, then places her left hand just above her sliver haired opponent's upper bicep. As she holds tightly on Sable's arm, Widow then brings her elbows close to her chest, steps forward with her left foot and throws Sable over her shoulder and onto the roof floor.

Even after being thrown, Sable manages to use the momentum to her advantage and roll forward, thus ending up about three feet away from Widow and in a kneeling position. She then uses her left hand to reach into a pouch located on the right side of her belt. As she pops back up on her feet, Sable turns and throws a silver shuriken at her red headed opponent.

Fortunately for Widow, she ducks sideways to the right side to dodge the shuriken then runs towards Sable, jumps up and throws a right legged flying kick.

However, Sable quickly ducks to avoid having her head kicked off of her shoulders. Once she hears Widow's feet hit the roof floor and land right behind her, the platinum assassin looks over her shoulder to see Widow spin around to face her and thus throws a right legged back kick, aiming for Widow's face.

As for Widow herself, she holds up in front of her face in a 'X' fashion and blocks Sable's kick just in time.

Meanwhile, Wonder Man joins the fray and runs up behind his two selected targets; Spidey and Cap, who were still focused on Iron Stane. Once he gets close enough, he cocks his left fist back with the intent of throwing a left hook and knock out both targets in one swing.

But luckily, this act is enough to alert the Wall Crawler's spider-sense, which prompts him to put his hand on Cap's shoulder. "Cap duck!" he yelled and pulled the Super Soldier down and made him duck with him, causing both masked heroes to narrowly dodge Wonder Man's punch.

Cap was naturally stunned and confused on how the young man could anticipate this attack! But not more so when he looked up through the corner of his eye and saw Wonder Man holding both of his fist over his hand and clamped together as if he were holding and axe, then drives his clamped fists downward in hopes of bashing both Cap and Spidey right through the roof floor.

"Move!" Cap shouted and thus he and Spidey dash to opposite sides away from each other, with Spidey going left and Cap going right By doing this, they succeed in dodging Wonder Man's attack and thus making him drive his own fists through the roof floor itself.

However, as Cap rolled forward he assumed that Spidey would be with him and upon getting in a kneeling position he is shocked to see that he is not. Now worried, Cap looks around for the Web-Head, and upon turning to the left, he sees Spidey flipping forward and landing on the ledge in a crouching position. After locating the Wall Crawler, Cap stands up and goes to run over to young man.

Unfortunately, Cap stops in his tracks when he looks through the corner of his right eye and sees Iron-Stane charging towards him via jet boots and holding his left fist up and fires a small and mysterious blue disc out of the back of his gauntlet. Seeing this, Cap takes his shield on his right hand and deflects the disc by swatting it away in a back hand motion.

However, this does not stop Iron Stane, for he then holds up his right hand as if he wanted to grab hold of Cap!

Gripping tightly to the leather straps behind his shield, Cap throws a rising right uppercut and uses the edge of his shield to deflect Iron-Stane's hand away. The Super Soldier continues the attack throwing a right handed back hand shield strike, hoping to nail the left side of Iron-Stane's head.

Unfortunately, Iron-Stane proves to be just as quick to react as he holds up his left arm and block's Cap's shield attack.

However, Cap does not let this setback stop him, for he spins and performs a right legged turning back kick, hitting Iron-Stane in the chest-plate and pushing him back, creating space between him and the armored Ultmate.

Meanwhile, Spidey sits up on the ledge and to his dismay, notices that Cap is nowhere to be found. "_Oh no…!" _though the Web-Head as he looked around for Cap in a panic. "_Oh man, what if Cap didn't avoid getting pounded by that big behemoth! He might…"_ Spidey looks straight ahead and not only sees Wonder Man still trying to get his hands free from out of the roof floor, but also sees Cap just fine and swinging his shield in a right hook fashion and nailing Iron-Stane in his face plate, a sight that put the Web-Head in a mixture of shock and relief. _"…need some help." _

As the Wall Crawler marvels at seeing Cap taking care of Iron Stane, the now furious Wonder Man manages to finally pull his hands out of the roof and free himself. He then looks around for his two original targets, and when he looks to his left, his eyes now glow bright red with anger when he spots one of them: Spidey! And so, with a low menacing growl, the bulky Ultimate charges towards the Web-Head with his arms wide open, intending to put the young Wall Crawler in a barehug!

Luckily for Spidey, however, this act manages to trigger his spider-sense, which prompts him to turn and see Wonder Man running towards him with his massive arms spread apart! With great quickness, the Web-Head jumps up and flips over Wonder Man's head, leaving him to hug nothing but ar. After landing on his feet, Spidey spins around to face Wonder Man himself, who by now looks over his right shoulder and looking more enraged than ever!

Spidey looked at Wonder Man with a nervous look behind his mask, then sees the muscular Ultimate throw a right legged spinning back heel kick and quickly leans back, narrowly avoiding it. After standing up straight, the Web-Head is surprised to see Wonder Man now facing him and throwing a left legged front kick, forcing him to throw his arms in front of him in an 'X' fashion. Though he succeeds in blocking the blow, the strength of Wonder Man's kick is powerful enough to see Spidey flying backward.

Fortunately, the Web-Head stops himself by flipping backward, points his hands downward and shoots two web-lines which end up hitting and sticking to the center of the roof. He then pulls his ends of the lines hard, causing him to zip down and land safely on his feet on arriving back on the rooftop.

Sadly Spidey's sense of relief after saving himself from flying off of the roof is short lived. For he looks straight ahead spots Wonder Man running towards him and looking like he was going to tackled him! As such, he acts by once again jump up and flipping over Wonder Man, causing the Ultimate to miss the Web-Head and tumble over.

Despite missing his mark, Wonder Man controls his fall by rolling forward as soon as he hit the roof floor and ending up in a kneeling position. He then turns around to see Spidey landing on his feet but now with his back turned against Wonder Man, which makes the muscular Ultimate get up and charges towards the Web-Head once again, but this time with his right arm extending to his young opponent's height, hoping to nail him from behind with a clothesline.

But thanks to his spider-sense, Spidey ducks and narrowly avoids getting his head knocked off of his shoulders and allows the running Wonder Man to pass over him.

Though missing Spidey, as well as confused to how the Web-Head knew he was coming without even looking, Wonder Man nonetheless manages to stop himself and looks over his shoulder to see Spidey standing up straight, which prompts the Ultimate to continue his assault by throwing a right legged back-kick.

Naturally, Spidey anticipates this move and uses both of his hands to only block Wonder Man's kick, but also pushes his foot to the right side. Spidey then notices Wonder Man going a left handed spinning back fist and quickly ducks sideways to the right to avoid it. While in a bent position, the Wall Crawler sees Wonder Man still on the attack as he raises his right fist over his head and goes for a hammer blow, which prompts the Web-Head to hold up both arms in an 'X' fashion to block the blow, but with the impact forcing him down to his knees.

Mustering every ounce of strength in his legs, Spidey jumps up in the air and pushes Wonder Man's fist away in the process. While in mid-air, the Web-Head pulls his knees into his chest and delivers a hard doubled legged mule kick to Wonder Man's chest! But as Spidey flipped backward and landed in a crouching position, he looked in horror to see that the kick almost nothing to Wonder Man, who only stumbled two steps backward, but was still on his feet.

As Wonder Man stood tall, he stared down at the Wall Crawler with intense hatred. This also causes every vein in his body to become visible by glowing in bright purple energy and make his muscles increase greatly in size.

This only leaves the worried Spidey to think this to himself about upon seeing Wonder Man become larger and witness his chances of beating him become slimmer. "_And speaking of help…I could definitely use some!" _


	17. Chapter 17

**DR. STRANGE'S CHINATOWN SANCTUM: 9:07 P.M. **

The hallways of the majestic home of the Sorcerer Supreme appeared to be overly crowded with freed civilians being helped into the Sanctum's many guest rooms by Wong, Sersi, and other heroes such as Sue Storm and the Thing, Daredevil's Knights and what was left of the the X-Men.

And though it was clearly a trying process, mostly from some of the civilians showing some signs of distrust of the heroes helping them due them being arrested by some of the 'registered heroes', Sue and the heroes nonetheless remained patient as they helped the civilians to each empty room waiting to be filled. For she and her comrades knew that helping these people find shelter and safety from The Guardsmen squads was genially the right thing to do, and something that could help re-educated the freed civilians on how a true superhero is supposed to treat people in need.

As she helped an auburn haired woman and her five year old daughter to an empty room, Sue's eyes appeared to be red from crying. Mostly in hearing about what happened to both her brother, Johnny 'the Human Torch' Storm and her fiancé Reed 'Mr. Fantastic' Richards. And the memory still felt like a knife slowly piercing through her hard, she nonetheless tried her best to stay strong in helping the civilians get settled in, with hope that the two most important men in her life were still alive being the only thing keeping her going.

But as the heroes in the hallways held strong in keeping a positive demeanor in helping the civilians, things were not so optimistic in the Sanctum's lounge. For in the room, an unmasked Daredevil, Storm and the 'Wolverine' known as Logan were all concerned and about Peter Parker, as well as the rescue team led by Captain America, and were all anxiously waiting to hear any news regarding their wellbeing.

However, out of everyone present in the lounge, none were more worried and scared than May Parker, who was sitting in a chair with tears still pouring down her face as she prayed for her nephew to be alive and back into her arms. Even with Storm kneeling next to her to provide comfort, May remained oblivious to the X-Woman's help, being too focused to know about Peter's safety.

With his acute hearing, Daredevil can hears May's sobbing and couldn't help but feel tore up inside while hearing the woman's weeping for nephew. However, he along with his comrades soon hear a knocking on the door, and sense he was the closest, he opens the door to see who was on the other side.

It was that of Wong, who appeared to before Daredevil in his usual demeanor, but also seemed somewhat hesitant to address him when he looks over the hornhead's shoulder and sees May crying. "Oh, forgive me, Mr. Murdock, I did not mean to intrude."

"No, no, Wong its fine?" Daredevil told the Doctor's loyal servant, but knew that he saw the grieving May behind him. "What is it? And if you don't mind, make it brief."

"Yes, of course." Wong replied. "I just wished to inform you that the civilians are now settled into their rooms and appear to be getting accustomed to their new surroundings."

"Good…" said Daredevil with a slightly pleased tone, for as glad as he was to hear that the freed civilians were taken care of, he was still focused on the more pressing matter regarding Peter and the team that was sent to rescue him. All which makes the concerned hornhead to ask Wong this. "What about Dr. Strange and the sorceresses?"

Wong seemed hesitant to answer, but nonetheless does so regarding the severity of the situation regarding the runaway teenager. "Well, I took the liberty of have checking on them before coming here."

"And…?" asked Daredevil with a raised eyebrow behind his mask.

With a disappointed expression, Wong turns and looks over his shoulder to see the door behind him.

On the other side of that door were of Dr. Strange, Clea, Sersi and Agatha Harkness all in a dark room with many lit candles and sitting in a circle in a lotus meditation position and glowing in a bright glow aura.

Back out in the hall, Wong has a discouraged look as he turns to Daredevil to answer him. "I'm sorry, Mr. Murdock, but I'm afraid that Master Strange and the sorceresses are still trying to rebuild their strength for another teleportation spell. How much longer that will take, I do not know."

This answer is not the one Daredevil wanted to hear, and thus puts his hands on his hips and looks up in the ceiling in frustration. "Great…"

Suddenly, Daredevil, as well as Wong and the rest of the people in the lounge, are surprised to hear the loud ringing of the antique phone sitting on a small table next to the door.

Fortunately for Wong, he quickly snaps out of his startled state and returns to his polite demeanor. "If you'll please excuse me..."

"Yes, or course." replied Daredevil, then steps back to allow Wong enter the room so he can answer the phone.

Without hesitation, Wong quickly enters the lounge then walks towards the ringing phone and answers it. "Strange Residence?" said the loyal manservant, then recognized the voice on the other line and listened hard. "Ah yes, hold please…" He then turns to Daredevil and holds the phone's receiver out in his direction. "It is General Fury, sir…"

After hearing this, Daredevil lets out a sigh before turning to where he can hear Wong's voice and give t this answer. "I'll take it." He said in a less than optimistic tone, then walks to where he hears Wong's heartbeat v and holds his right hand out for the humble servant to place the receiver into his open palm. Once he feels Wong put the receiver into his hand, the Man Without Fear places it to his ear. "Hello Fury…"

**ELSEWHERE**

Inside a partly lit room where men and women dressed in black jumpsuits were wither working on advanced computers or locking and loading laser rifles, standing in the very center was that of...

GENERAL NICK FURY: (the former director of the Strategic, Hazard, Intervention, Espionage, Logistics Directorate, aka S.H.I.E.L.D. He appears as a tall, bald headed African American man in his early forties with a goatee and an eye patch over his right eye. He is also dressed in a black jumpsuit along with a matching black overcoat.)

"Well, judging from your 'chipper tone', I take it Rogers hasn't arrived yet." Nick said to the displeased Daredevil over the phone.

"_No, he hasn't …"_ replied Daredevil on the other line. _"And to make things worse, Doc and his sorceresses are still trying to catch their breaths to perform another teleportation spell. But didn't you say that you now had two people who can teleport?" _

After being asked that question, Nick briefly turns to where the medical bay has been set up, where many injured S.H.I.E.L.D. agents were laying on portable hospital beds and being helped by the few but effective medial staff. Among the wounded agents were two meta-humans that Fury and Cap managed to save from their earlier mission. And they were:

CLOAK: (an African American man clad in a long hooded cape, who lies on the hospital bed unconscious.)

And DAGGER: (a blonde haired woman dressed in a white jumpsuit and unfortunately was also unconscious on a hospital bed)

The disappointed Nick then turns away from the two sleeping meta-humans and returns to his cellphone conversation to Daredevil. "One of them can, but he's still out cold from the mission. But I'll see if I can spare any agents to provide back up, if Cloak wakes up, I'll send him to the place where Doc spotted the kid. And in the meantime, don't worry. I know Rogers! He's been in worse situations than this and he's always pulled through…especially when saving hostages. Trust me, he WILL save Parker!"

**DR. STRANGE'S CHINATOWN SANCTUM**

After hearing Nick's comment, Daredevil turns to where he can hear May crying, and letting out a sigh he tells this to the S.H.I.E.L.D. director. "I hope you're, Fury."


	18. Chapter 18

**QUEENS; 9:07 P.M.**

The battle for the young Spider-Man rages on with both Cap's rescue team and Iron Stane's small band of 'New' Ultimates come at each other with everything they've got. And nobody understands this better than Spidey himself, who right now is busy ducking and dodging vicious punches thrown by the blood thirsty Wonder Man.

With eyes literally burning red, Wonder Man only grows angrier and angrier with every punch he throws and missing the Web-Head every time. "Hold still, you freaking insect!" said the fuming Ultimate as he winds back his right fist and throws another hook.

Spidey sees this punch coming and instinctively ducks underneath it to avoid getting his head knocked off of his shoulders! The nimble Web-Head then pops back up to face his muscular opponent while standing in a defensive posture. "Okay, first of all…" Spidey stops himself mid-sentence so he quickly lean back sideways to the right side to avoid an incoming left jab. "…spiders are ARACHNIDS! So if you're going to insult me, at least do it properly. Second, as far as you wanting me to stand still so you can take my head off…" The Wall Crawler is soon cut off when he leans to the left -side in order to avoid Wonder Man's rising right upper cut. "…let me tell you what I told the last guy who asked that. The only way I'll willingly let you hit me is if I'm feeling suicidal." the Wall Crawler spots Wonder Man throwing a left hook and quickly ducks underneath it. "And lately, I've been coming down with a strong case of 'wanting to stay alive!'" quipped the Web-Head as he popped back up on his feet and returned to a defensive stance. "So, yeah, afraid I can't do that request, pal!"

Wonder Man, having had enough of Spidey's wisecracks, decides to use a different approach in attacking the Wall Crawler. In that he stops using his fists and throws a right legged round kick.

Luckily for Spidey, he sees this attack coming and quickly ducks and rolls underneath Wonder Man's left leg. By doing this, he not only avoids the Ultimate's attack, but also ends up right behind his muscular attacker. After stopping in a kneeling position, the Web-Head looks over his right shoulder to see for himself that he is now just a couple of feet away from his Ultimate opponent.

As for Wonder Man himself, he spins around after missing his kick, but luckily, he stops himself and ends up facing the other direction, and spots the Wall Crawler once more.

Upon realizing that he's now back in Wonder Man's sights, Spidey jumps up, turns around in mid-air, and lands on his feet in a defensive stance, standing ready for Wonder Man's attack.

With his rage stronger than ever, Wonder Man charges towards Spidey, and once he gets close enough, pulls his left fist back and throws another hook.

Realizing that he has not time to duck, Spidey holds both arms up to the left side of his head and thus manages to block the blow. However, the force of the punch was so strong it almost knocks the Web-Slinger off of his feet. After taking a moment to regain his balance, Spidey fights back by throwing a right legged front kick.

Unfortunately, Wonder Man sees the kick coming and uses both of his hands to catch the Web-Slinger's foot, an action which brings an evil smirk to the red eyed brute's face. "Got nothing clever to say now, do ya punk?!" barked the muscular Ultimate, but in his arrogance, he forgets that the Web-Head was still standing on his left leg.

A fact that the sneaky Wall Crawler takes full advantage of as he uses his standing leg to jump up and deliver a hard round kick to the left side of Wonder Man's head, which in turn knocks him loopy enough to leg of the young Web-Head's right foot and let him drop. As he instinctively lands on his hands and feet and sits up in a crouching posture, Spidey look up to Wonder Man, who at this point was dazed and confused. "Well, I was going to say 'watch out for my other foot,' but I'd thought you would've figured that part out by now." said the Wall Crawler in a sarcastic tone, but moments later, his confident demeanor changed to that of concern as he looked past Wonder Man and sees something that troubles worries him greatly.

It was that of Captain America, who by then was using his shield to block punches from Iron-Stane. After blocking a right hook from his armored opponent, the Sentinel of Liberty responds by delivering a left legged front kick to Iron-Stane's chest-plate, thus pushing him away and creating some space between them. Cap continues the assault by running towards Iron-Stane and with shield in his right hand, throws his arm in a right hook motion, driving the edge of the shield into of Iron-Stane's faceplate.

Meanwhile, Spidey watches Cap fight off Iron-Stane and though he was glad to see his idol able to defend himself, he still appeared to be worried for him. "_Man, Cap maybe fighting some tool in Tony Stark's armor. But…yeah, that IS Tony Stark's armor!" _Spidey thought. "_ Something that that can make anybody wearing it take on an entire army! I'm not sure how long Cap will be able to hold him off…" _Suddenly, the Web-Head is once again alerted by his spider-sense, prompting him to perform a back-flip to avoid getting stomped on by the newly recovered Wonder Man.

After once again missing the agile teenager, Wonder Man's rage rises once again and thus causes his veins to glow purple once again. Only this time, not only do his muscles become bigger, but his skin changes to that of a light violet color and his eyes, as well as the inside of his mouth, glow with a bright, hellish red!

Once he lands back into the same posture Spidey looks up to see the newly transformed Wonder Man with shock and awe. _"…just like how I'm not even sure how long I can fend off against 'Mr. Purple Glowing Psychopath' here." _

Meanwhile, the fight between Cap and Iron-Stane takes a huge turn when Iron-Stane holds up his left arm to block Cap's back-handed shield strike. Not wanting to stop there, the armored leader of the Ultimate uses both hands to grab hold of Cap's shield, then pulls it off of his right arm and tosses it to the side. After taking away his opponent's weapon, Iron-Stane capitalizes by throwing a left straight punch, aiming for Cap's chest but with only twenty percent of his strength for the sake of now plowing his fist right through him.

By pure instinct alone, Cap holds his arms up in front of him in an 'X' fashion to block the punch. But even after successfully blocking the blow, the force of the punch is still strong enough to send Cap flying back a couple of feet and landing back first onto the roof floor. As he lies on his back, the Super Soldier then rubs his arms in pain, quickly regretting his impulsive act in defending himself.

As he watches Cap lie on the roof floor, Iron-Stane takes this moment to hold his right arm up in a watch-checking fashion,, then uses his left index finger to press a button on his gauntlet, which begins to blink on and off in a white light.

**ELSEWHERE**

Off the cost of New York City was the almost futuristic island headquarters of the Ultimates, the Triskelion. And inside the top floor of the tall skyscraper located on the center of the island, there was a large control bridge where numerous men in women dressed in purple and green jumpsuits were sitting on computer stations.

At one point, a man with blonde hair, glasses and appearing in his late twenties sees a flashing light on his screen, which shows a digital map layout of the Queens area. This makes the man's eyes grow wide and big with shock, for he knew was the blinking light represented and thus prompted him to call out this. "Commander Octavius…!"

Located right dab in the center of the bridge was a large round platform with a built-in circular desk of keyboards and four screens surrounding it. And inside it was that of…

DR. OTTO OCTAVIOUS: (The Ultimate's chief science officer, as well as the team's second in command, being tasked with taking control of the Triskelion's main operations in the armored leader's absence. He was seen as a slight pudgy man with brown hair, wearing black sunglasses as well as a green full body jumpsuit. But perhaps his most recognizable, as well as intimating features of all were four, six foot long mechanical tentacles protruding from out of his back and each with three, claw like pinchers at the end. These long and almost frightening appendages have caused many of his peers, whether they be Ultimate or fellow scientist, to give him the nickname "Dr. Octopus".)

Upon being called, Otto was standing with his arms crossed and in a superior stance as his tentacles typed on the wall of keyboards, as if they had a mind of their own. "What is it, Agent?" he answered coldly while looking at the screen in front of him which shows blue prints of a device with a spider-like design. "And for your sake, it had better be important, for I'm busy enough as it is."

After taking a moment to gulp upon hearing Otto's threat, the Agent soon recollects himself and reports. "Sir, Commander Stane is sending a distress signal in Queens."

This news makes Otto let out a sigh of aggravation. "I knew Stane was in over his head when he took Stark's armor and leadership position, but he can't even handle a simple teenager? Well, patch it up on my screen." With that order, the front screen of Otto's station changes from the blue prints to the Queens layout. "Still, Stane did bring Wonder Man and Jack o Hearts with him. So how is a child able to give three super powered men this much trouble?" The curious scientist mentally commands his two upper tentacles to move over to the keyboard in front of him and uses the pinchers to type the keys with a remarkable typing speed. Instantly, Otto switched to the 'satellite camera', meaning that the image on the screen changed from the digital blue prints to a realistic camera looking down from a bird's eye view via a satellite in space. It was then that Otto could see the battle, but it appears to be too small to make out, thus prompting him to zoom in.

Upon getting a closer look, he does see Iron Stane, but also sees him approaching Cap, who by now is back on his feet and in a defensive fighting stance minus his shield.

"Rogers!" exclaimed Otto in shock, but later sees him throw a left legged front side kick into Iron Stane's chest-plate, a sight that only embarrassed and reminded the scientist of Stane's limited fighting experience. "And as expected, Stane's in way over his head. Are there any nearby Guardsmen units?"

"Yes sir." replied the agent, still looking at the screen. "We have units responding to the signal and on their way now."

"Good." said Otto in his usual cold tone. "And while you're at it, see if you can get a few more meta-humans over there as well. Seeing is how we're now dealing with Rogers, a few Guardsmen might not be enough."

"Right away, sir." The agent quickly replied as he began scanning for more 'registered' meta-humans join the Guardsmen in assisting Stane and his team.

After delivering that order, Otto looks back up at the screen and was just about to switch the image on the screen back to the one with the spider device to continue what he was working on earlier. However, before he could, he stops when he spots something on the screen that catches his eye.

It was that of Spidey, who is seen ducking to avoid a vicious left hook from Wonder Man. In response, the Web-Head jumps up and performs a flip kick, nailing the muscle bound Ultimate in the chin.

Amazed by the Wall Crawler's agility, Otto quickly turns his attention to the Agent to address him. "Walsh, the one in the red and blue tights that's taking on Williams, is that Peter Parker from the Vault prison report?"

The agent known as Walsh quickly changes the image on his screen to the satellite feed and soon recognizes Spidey from the security video from the recently invaded Vault. "Uh, yes sir. "

After receiving his answer, Otto looks back up at the screen and states at Spidey, scratching his chin as if he were interested. _"Well, I will say this about the Parkers…they're never boring."_


	19. Chapter 19

**QUEENS: 9:12 P.M.**

As the battle raged, it appeared that Spidey's luck had only gotten worse. For with every punch the Web-head landed into the midsection of the now purple and larger Wonder Man, they now seemed to nothing to the Ultimate, almost as if they felt like nothing more than a tickle. The Wall Crawler finally stops punching when he feels his hands on the verge of breaking and painfully rubs his hands. However, he continues his assault by using a different route of attack: a left legged front kick.

Unfortunately, Wonder Man anticipates this attack and stops his by using both of his hands to catch Spidey's foot. With an evil smirk, the purple skinned brute tosses the Web-Slinger in the air.

In an attempt to save himself, the airborne Spidey points his hand downward in his web-shooting motion and shoots a web-line, aiming for Wonder Man's massive chest.

However, Wonder Man is quick to react by using his left hand to grab the other end of the web-line before it could hit him. He then yanks hard on the and thus pulls Spidey towards him. Moments later, Wonder Man holds out his open right palm and catches Spidey the throat, where he tightens his grip and chokes the life out of the young Web-Head. But he did not stop there, for with great strength, the Ultimate lifts Spidey up in the air and slams him back first onto the roof floor.

The cocky Wonder Man could only chuckle as he looks down and sees Spidey roll onto his stomach while groaning in pain. "Web-tricks could only be unpredictable for so long, kid." said the confident Ultimate. "And now, you're just like any other bug I've come across…." To prove his superiority, Wonder Man puts his right foot on the Web-Head's back. "…under my foot!"

Meanwhile, Iron-Stane was still busy with Captain America, who at this point throws a left front kick. With great speed, Iron-Stane catches the Super Soldier's foot with both hands, but before he could counter attack, he pauses when spots Wonder Man resting his foot on the seemingly defeated Spidey through the corner of his eye. "Williams!" yelled the armored Ultimates leader, getting Wonder Man's attention. "You better be using your foot to hold Parker in place instead of breaking him in half! Remember, I want the kid in one piece!"

Wonder Man could only let out a sigh of aggravation upon receiving that order. "Yes, sir…"

While Iron-Stane was busy lecturing Wonder Man, he inadvertently takes his focus off of Cap, who despite having his left foot being, he manages to turn away from his armored opponent, bends down, uses his right foot to jump up and throws a spinning back spinning back heel kick. This counter attack pays off for the Sentinel of Liberty lands his heel into the Iron-Stane's face plate, knocking him loop enough to release his foot.

After being released, Cap manages to control his fall by spinning in mid-air and a cork-screw motion and landing safely in a crouching position where from there, he notices his shield lying just two feet away on his right side. Acting fast, Cap rolls forward to that side, ends up kneeling in front of his shield and grabs it. After reclaiming his weapon, Cap quickly stands up and throws his shield at his next intended target: Wonder Man.

Cap's shield attack proves to be a successful one, for it hits and ricochet's off Wonder Man's forehead, causing the now dazed Ultimate to grab his face in pain and take two steps away from the fallen Spidey.

The shield later speeds back towards Cap, who merely holds out his open left hand and easily catches it. After sliding his signature weapon over his right arm, Cap looks through the corner of his right eye and sees Iron-Stane has not only recovered but also holding his right arm out and shoots a small, sparking disc from out of his gauntlet. Seeing this coming, the Super Soldier swings his shield in a backhand motion manages to swat and deflect the disc. Afterwards, Cap locks his sights on Iron-Stane and not wanting to lose his weapon again, he charges towards his armored enemy and attacks by swinging his shield in a right hook motion.

However, Iron-Stane reacts to the Super Soldier's assault by throwing a left handed inside block and successfully uses his gauntlet to block Cap's shield attack. At that point, the Ultimate's leader stared right into Cap's determined eyes with a look of both aggravation…and desperation behind his face plate.

Meanwhile, the now free Spidey barely manages to get back up on his feet. As he puts his hands on his lower back and leans back to pop a few cricks, he looks ahead to see Cap and Iron-Stane now deadlocked. _"Cap!" _thought the concerned Wall Crawler and was just about to jump in and help his idol, but stops when he feels his spider-sense tingle. This prompts the Web-Head to jump up and flip backward over Wonder Man, who by this time tried to give the agile teen a bare-hug but ends up hugging nothing but air. As for Spidey himself, he ends up landing on the ledge of the roof and after taking a moment to gain balance, he sees Wonder Man turn around to face him! Acting fast, Spidey tries to defend himself by throw a left legged round kick and nailing the muscle bound Ultimate in his left temple, which seems to faze him but not knock him off of his feet.

Meanwhile, in another one-on-one battle, the Black Widow was having problems of her own, meaning that every lightning fast punch and kicks she throws was being blocked and dodged by her opponent, the Siler Sable.

Finally, after holding up her left arm to block the red headed superspy's left hook, Sable responds by throwing a right jab.

Fortunately, Widow uses her right arm to block the punch and push her opponent's fist outward. He then follows through with a left legged round kick, aiming for the platinum assassin's head.

However, Sable sees this and ducks underneath the kick. As Widow spins around, the silver haired assassin pops and upon coming face to face with her for opponent, attempts to counter attack by throwing a right back fist.

Luckily, Widow anticipates this move and thus throws up her left arm to successfully block the attack, then responds by throwing a quick right jab of her own.

Sable, on the other hand, is also quick on defense by using her free right hand to catch Widow's wrist and stop her punch. Afterwards, she smugly laughs at the superspy's face. "For someone who is supposed to be the 'world's deadliest assassin', you are so predictable. " She told her opponent in a somewhat snooty, if not arrogant tone. "Can't you come up with anything new?"

Even with having her right fist trapped, Widow answers this question by secretly uses her middle fingertip to double tap a secret button located in the palm of her glove. This causes a gust of gas shoot out a small barrel of her bracelet and into the face of Silver Sable, causing her to let go of Widow and step away from her while coughing uncontrollably.

Now free, Widow runs in, jumps up and throws a left legged round kick, nailing Sable in the head and sending face first and out cold onto the roof floor. After landing on her feet, the super-spy looks down and now unconscious enemy. "Well, there's that." She told the sleeping Sable, then looks around and spots Spidey, who at this point was still having trouble with Wonder Man.

At first, Spidey was doing well, quickly ducking and dodging Wonder Man's punches, but once the Web-Head throws a left uppercut, the muscular Ultimate manages to use his left hand to block his young opponent's punch, then uses his large right hand to grab onto the Web-Slinger's head. Now in control, Wonder Man then puts his other hand on Spidey's head, and with great strength, begins to squeeze the Wall Crawler's skull.

Knowing that she has to act fast, Widow holds up her right arm and shoots a thin cable from out of her bracelet. This tactic soon pays off, for the other end of Widow's cable soon wraps and tightens itself around Wonder Man's neck, forcing him to release Spidey's head and allow him to drop to the floor.

After taking a moment to shake his head and regain focus, Spidey looks up to see the incapacitated Wonder Man trying desperately to remove the cable from his neck. The Web-Head sees this as an opening and thus hops up on his feet and delivers a low right legged round kick into the Ultimate's left knee, forcing him to drop to one knee and in a kneeling position.

Though Widow was surprised on how Spidey not only quickly recovered but also granted her an opening for an attack, she nonetheless takes advantage of it by using her left index finger to press a button on top of her right bracelet, which activates a reel-in mechanism in her cable launcher and thus pulls her towards the downed Wonder-Man. Just as she was a couple of feet away, the redheaded super-spy throws her right leg out in a side kick position, and thus moments later, plants her foot into the right side of Wonder Man's face, sending the purpled skinned brute down hard onto the roof floor.

After taking down Wonder Man, Widow lands on her feet and retracts the cable back into her bracelet. She then turns her attention to Spidey, who by this time was holding his head in pain. Concerned, she rushed over to him and placed her hands on his shoulders to try and get a good look at him. "Kid, are you all right?"

"Yeah, I'm fine…" Spidey replied with a groan, still holding his throbbing head. "I have a triple-sized headache because some muscle bound psycho tried to crush my head like a grape, but I'm fine. Suddenly, the Wall Crawler lets out a painful yell as he felt his headache increase. The reason being was that of his spider-sense tingling. "Watch out!" he cried to Widow as he wrapped right arm around his waist jumped backward to avoid a leg sweep from Wonder Man.

Despite the increasing pain still present in his head, Spidey manages to land safely on his feet and gently puts Widow down. They then watched as Wonder Man stood back up on his feet and look more livid than he was before.

However, as both Spidey and Widow stepped back to keep their distance away from the enraged Ultimate, the Web-Head looks over his right shoulder, he spots something even more troubling. So much that it causes his eyes to grow wide open behind his huge bugged eyed lenses _"…No!"_

It was that of Captain America, who throws a right shield strike at Iron-Stane, only to have it blocked and receives a left handed palm strike to the chest and due to the armored Ultimate's enhanced strength, sends Cap up a couple of feet backward and lands spine first on the roof floor.

As for the Black Widow, she looked at Spidey and seemed confused as to what got him so worried. Which prompted her to look over her shoulder to see what the Wall Crawler was looking at, and thus saw for herself that Cap was lying on the floor. As much as she wanted to help her star spangled teammate, the super-spy knew that Spidey was her number one priority at the moment and knew that Cap would want her to stay with him. As such, she turned back to the concerned Web-Slinger and grabbed his left shoulder to get his attention. "Hey, don't worry about Cap. He can handle himself… "she told Spidey in a reassuring tone, but deep down was just as worried about the Super Soldier as he was. She then looked straight ahead and sees the still seething Wonder Man now popping his neck to appear intimidating. "Right now, we need to focus on surviving this…abomination!"

Wonder Man lets out a loud scoff upon hearing Widow's comment. "With the way you two have been pissing me off, I say that 'surviving me' now qualifies as bull crap!"

"_**And at that moment, but when that guy said 'bull', it kind of reminded me of that cartoon where a rabbit was outwitting a giant bull as a bull fighter. Yeah, I know, of all places to think of cartoons, it just had to be going up against a raging purple behemoth. I usually think of funny stuff whenever I'm in tense situations, but that time it was different. It reminded me of that scene where the rabbit was holding up a red cloth and made the bull run towards him like that 'toro-toro' deal, but at that last moment, he tricked him into running into an anvil. And believe it or not, that actually gave me an idea on how to deal with Wonder-Boy. And while I didn't have an anvil, not that it would work on him…" **_

While backing up, Spidey once again looks over his shoulder and through the corner of his eye, spots Iron-Stane, who by now was pointing heft left gauntlet at Cap. While the sight did not sit well for the web-head, it also caused him to raise an eyebrow behind his mask.

"…_**.But I still had something he could run into. But first, I had to give him a little 'convincing'." **_

The sly Web-Head soon puts his plan into motion by addressing Wonder Man in a cocky demeanor. "You want to know what's bull-crap?" he asks his Ultimate attacker, getting his attention then while points his thumb at Iron-Stane behind him. "The fact that Iron-Fake over here would put a brainless, talentless oaf like you in his little clique."

Wonder Man could feel his anger grow stronger after hearing the Wall Crawler's comment. "You wanna repeat that little man?!"

As for the now stunned Black Widow, she turns to Spidey to ask him about this sudden, if not crazy act. "Kid, what the hell are you doing?" she whispered to the Web-Head.

"Look, trust me on this." Spidey whispered back to Widow, and then turns his attention back to the still snarling Wonder Man. "Well, it's just that after dancing with you for the past few minutes, I'm now fully convinced that you should change your name into 'Wonderfully bad at fighting people…man."

At this point, Wonder Man's eyes once again burn bright read as she shakes with rage.

Widow, thinking that the situation has gone from bad to worse, quietly says this to Spidey. "Great, piss him off even more. Good plan."

"Thanks." replied a still confident Spidey. "Now, when I give the word…"

Suddenly, Wonder Man lets out an angry roar loud enough for the whole city to hear, then charges towards both Spidey and Widow in blind fury.

Upon seeing the raged filled Ultimate charging towards them, the wide-eyed Spidey yell this to the equally shocked Widow. "JUMP!" With that said, both Spidey and Widow jump up flip over the charging Wonder Man, causing him to inadvertently run into Iron-Stane himself and tackle his armored superior over the ledge and off of the roof.

After landing safely on the roof floor, both Spidey and Widow turn around and sees that both Iron-Stane and Wonder Man were nowhere in sight.

"Ole…" said the satisfied Spidey, happy to know that his plan worked.

Widow, who was both stunned that Spidey's plan worked, turns to the Wall Crawler with an impressed look on her face. "Not bad…"

Suddenly, both Spidey and Widow are soon alarmed when they hear the groans of Captain America, who by now was trying to sit back up. As such, they raced over to the fallen Super Soldier. Upon approaching him, Spidey takes hold of Cap's right arm while Widow grabs onto his left. Afterwards, the Web-Slinger and the red-headed superspy pulled Cap back up on his feet.

"Cap, are you all right?" asked the worried Black Widow.

"I'll live." replied Cap, then looks at Widow with a curious but concerned expression. "What about that other lady that was up here? The one dressed in silver?"

With a smirk, Widow points her right thumb backward and towards the still out-cold Sable. "She's not going to be a problem. And before you say anything, Cap, no, I didn't kill her."

"Good to know." Cap said to Widow sternly, then turns his attention to Spidey "But I'm afraid you will be killed if we don't get you out of here. "

Glad to see that the Super Solider was not seriously hurt, Spidey gives his role model a smirk, despite still wearing a mask. "Hey, you'll get no argument from me." He said in a lighthearted tone, but then feels his spider-sense tingle, and thus turns swiftly to the left side.

Both Cap and Widow look at the alarmed Web-Head with confusion, which makes them also look to the left, and are both shocked at what they saw.

It was that of Iron-Stane and Wonder Man, both hovering in the air via their jet-boots and looking down at Cap and the others. And while Iron-Stane was still calm and focused, Wonder Man was now seething with rage.

"I am so going enjoy killing you no good pieces of…" Suddenly Wonder Man could feel a sharp pain in his lower back, like someone snuck up behind him and stabbed him with a hot poker. To make matters worse, he felt as if what darted into his back was sucking the life out of him, which caused his muscles to shrink and his skin to change from purple to bright pale. As the pain ridden Ultimate looked back to see what was doing this, he sees that it was that of Iron-Stane, who was firing a green beam from out of his right gauntlet that appeared to be sucking Wonder Man's energy into his armor. "Williams…" said Iron-Stane in a displeased tone. "…what part of 'must be taken alive' don't you understand?" With that said, Iron-Stane sends a mental command to his gauntlet to increase the suction power, and seconds later, sucks out Wonder Man's energy at a much faster rate.

Not long after that, the screaming Wonder Man's body soon shrinks down to a withered, decomposing husk, until it finally crumbles into dust.

As for Iron Stane retracts the beam back into his gauntlet, he looks down to see Spidey and the others looking up at him.

While Cap and Widow are not totally stunned, due to seeing this kind of violence many times before, Spidey looks up with his eyes wide open with horror. "Oh my god…!"

Meanwhile, the steadfast Cap looks up at the hovering Iron-Stane as if unimpressed. "Well, as well as being unnecessary, taking out your own man was pretty stupid son. You see Widow just informed me that she already took care of your female assassin…" before continuing, Cap looks straight past Iron-Stane to see something in the distance.

And what Cap saw was that of the Falcon, who is seen flying towards the Ultimate named Jack Of Hearts while avoiding his energy blast with graceful agility. Once he gets close enough, the winged soldier throws his right leg in a side-kick fashion and successfully kicks Jack Of Hearts in his chest, sending him flying backward and crashing through the widow of the building behind him. After dealing with the face painted Ultimate, Falcon turns to see Iron-Stane and proceeds to fly towards him.

Meanwhile, Cap continues to stare at Iron-Stane with a smirk. "Point being, you made one hell of a rookie mistake in thinking you can handle us on your own, Stane. Something that Falcon will soon remind you of."

Despite his chances now looking grim, Iron-Stane shook his head and chuckled before reply to Cap's remark. "What makes you think that I'm now on my own?"

Suddenly, before Falcon could even reach Iron-Stane, he is stopped when a giant hand grabs him tightens his grip so hard, it was like he was almost crushing paper. As Falcon felt his bones and internal organs being crushed, he looks up and sees that the hand belong to…

GOLIATH: (a towering sixty foot masked man dressed in an orange and brown body suit and was the newest member of the Ultimates)

Iron-Stane looks behind him and was pleased to see Goliath, but as he looked forward, he was even more satisfied with what he saw next.

It was that of what appeared to be a large army of Guardsmen flying towards the roof where Cap and the others were standing and completely surround it. To make matters worse, more Guardsmen squads appear from the streets below and completely cover the front and back doors of the building, making escape now impossible.

With his back-up now present, Iron-Stane could only look down and say this to the now outnumbered Cap, Spidey and Widow. "I may be new to the superhero game, Rogers, but I'm far from stupid." He tells the Super Soldier as he crossed his arms in superiority. "Something that I'm sure you're feeling right about now."


	20. Chapter 20

**QUEENS: 9:17 P.M.**

Clearly surrounded by numerous Guardsmen either floating above or assembled below the building, things did not look good for Spidey, Cap and the rest of the rescue team.

Iron-Stane, now seeing that he's in the driver's seat, takes a moment look over his shoulder address the costumed giant, Goliath, who still has the Falcon in his grip. "Well, not to sound ungrateful for you showing up, but when it comes to giants, I would normally expect Dr. Pym."

"Yeah, well, he was still trying to sort the mess in the State Pen when Doc Ock gave the call to back you up, so he sent me instead." Goliath replied then looks down to see Cap and smirks. "But I think he'll be very happy when he finds out that we have the causer of the whole fiasco in custody."

Hearing this makes the confused Spidey turn to Cap. "What fiasco?"

"Long story, son." Cap told the young Web-Head while still staring at Iron-Stane and Goliath.

"Yeah well, you'll have plenty of time to tell it when you're in a holding cell." said Iron-Stane, crossing his arms as he looks down at Cap. "For Steve Rogers, Natasha Romanova…." as he comes across Spidey, he looks down at the Web-Head with disappointment. "…and Peter Parker, you're all under arrest."

**FORREST HILLS HOSPITAL**

Inside the room containing the comatose Mary-Jane Watson, we see the young girl's mother sitting at her bedside, still saddened to see her unconscious daughter breathing through a tube. However, in the midst of her sorrow, Mrs. Watson receives a big surprise…

…when Mary-Jane's eyes suddenly open and appeared to have regain consciousness! Upon doing so, however, she also appears to be choking on her own breathing tube.

As much as Mrs. Watson wanted to help her daughter, she hand no idea how the medical equipment worked, let alone know how to pull the tube out Mary-Jane's mouth without hurting her. As she such, she frantically presses the call button, but feeling that it wasn't acting fast enough, she quickly stands up and runs to the door to call for medical help from medical personnel. "HELP! SOMEBODY HELP, PLEASE!" she desperately yelled out loud, and manages to get the attention of a male doctor and a nurse just passing through the hallway.

While Mrs. Watson manages to get the help need, another sudden, as well as strange circumstance takes place. In that Mary-Jane's wide open eyes soon begin to glow a pinkish energy, which then moves down to her entire body.

Mrs. Watson soon turns around to run back to Mary-Jane's side, only to see her daughter glowing in both confusion and horror. "What in God's name…?"

At that very moment, a bright pink light suddenly engulfs the entire room! Seconds later, as the light dimmed down, both Mrs. Watson and Mary-Jane have completely vanished.

From the hallway, the doctor and nurse noticed the light coming from the doorway before they get to it, and by the time they arrived in the room, the light had already died down and both Watsons were nowhere to be found.

"W…where'd they go?" asked the clearly baffled doctor, then desperately turns to the nurse. "Where the hell did they go?!"

**DR. STRANGE'S SANCTUM**

As Dr. Strange and the sorceresses tried desperately to gather the strength needed to perform the teleportation spell to save Spidey and the others, they soon are surprised when they feel a rush of power which caused them all to glow pink. As powered surged through their bodies, they could hear a heavenly but strong female voice in their minds say this…

"_You all now have what you need. Use this gift to save the heroes…including 'the destined one." _

Though confused by this bizarre occurrence, the Doctor and the sorceresses nonetheless wasted no time in using their newly enhanced and began changing in Latin as they began to channel their energy to conjuring the teleportation spell.

**QUEENS**

Just as it seemed that Spidey and the others were going to be brought in by Iron-Stane's forces, the same pink glow appears and covers the surprised Wall-Crawler, as well as Cap and Black Widow. A sight that catches Iron-Stane and his men off completely off guard.

Even in the grip of the dumbfounded Goliath, the Falcon watched in shock at what was happening, the Falcon watched in awe at what was happening to his teammates. To make matters even stranger that same glow soon begins to consume the winged soldier as well.

It wasn't long before Goliath notices the Falcon glowing in his hand and is left even more stunned than before. "What the hell…?"

Seconds later, the pink energy glows brighter until finally, it explodes in a giant flash of light, which blinds Iron-Stane and his men. As the light dimmers down, Spidey, as well as Cap and his rescue team, were nowhere to be found.

Iron Stane soon shakes his head and even lifts up his face plate so he can rub his eyes and regain his sight. As he finally regains his sight, he looks on and grows angry when he sees that Spidey and the renegade heroes that came to save him have now vanished.

Goliath himself is seen leaning against a building, trying also to regain his vision, but also could feel that his hand was empty…as if Falcon was no longer there. Upon regaining his sight, the gigantic Ultimate looks in his hand and is surprised to see the Falcon gone!

Back on the roof, the Silver Sable begins to stir and soon regains consciousness, only to see that the Wall-Crawler and the rest of the rouge heroes are now gone and Iron-Stane, Goliath, and the rest of the Guardsmen in shock and awe. "W…what just happened?"

The unmasked Iron-Stane lets out a deep sigh as he grimly gives this reply to Sable. "Our worst nightmare…"

**DR. STRANGE'S SANCTUM**

Back inside the sanctum's lounge, Daredevil and the other heroes were still waiting anxiously for the news regarding Spidey and Cap's rescue team, but with May Parker herself being the one more tortured from all the waiting and not knowing of whether or not her nephew is all right.

Finally, the feral X-Man, Logan lets out an impatient grunt as he steps forward. "Screw it, I'm goin' out there!"

Daredevil quickly rushes over to where he hears Logan's voice and confronts him before he can even leave the room. "Hold on, Logan, you may be able to survive, but we don't know what Cap's dealing with out there and you could get capture! Right now, we need to just…"

"Just what, Murdock?" Logan snapped back. "Sit here on our asses and let Rogers and the kid get taken away? Look, I know Rogers better than all of ya, and let me tell you that he would've already been called or been here by now!"

"GENTLEMEN!" yelled Storm in a scolding tone while trying to comfort the still upset May Parker, thus making them both turn to her direction. "Please…" she told them firmly; hoping that they can see that the situation was taking its toll on the Web-Head's sobbing aunt.

Daredevil, upon hearing the sound of May crying, gives Storm and nod then turns to where he hears Logan's breathing and leans into whisper to him. "Look, we still have Doc and the other sorceresses to consider. I'm sure that they can get them all here allot better than we can."

Logan gives the Man Without Fear a scoff after hearing his statement. "Well, nows a dandy time for you to be a magic nut, Murdock. Besides, if Strange and his lady friends can save the kid and Rogers' team, how then why the hell aren't they…?"

Suddenly, the entire room is engulfed in the same light from the rooftop in Queens, which needless to say takes everyone by surprise. Moments later, as the light dissipates, Spidey, Cap, Black Widow and the Falcon have appeared in the middle of the room.

Though glad that he and Cap's team were out of Iron-Stane's grasp, Spidey was just as shocked and confused as his rescuers as to they returned to Strange's home. As the Web-Head looked around the room, he saw Daredevil and the rest of the people in the room just as disoriented by the flash. But Spidey grew more worried when he saw his Aunt May rubbing her eyes to regain her sight, which prompts him to take off his mask and reveal the teary eyed face of Peter Parker. "Aunt May?"

The sound of Peter's voice is enough to gain May's attention, as well as fill her with a sudden surge of hope. And though her vision was still blurry, she quickly turn to where she her Peter's voice. As he sight cleared, she finally saw her nephew safe and unharmed, a sight which causes tears of joy to stream down her face. "Peter!" she cried out as she ran to Peter with open arms.

The equally emotional Peter quickly runs towards May, and moments later, the two Parkers embraced each other, both happy to be reunited.

Out of all the people present, Daredevil was the only one not affected by the flash. However, he was still confused when he hears the sound of everyone groaning in discomfort. However, when he hears the sound of Peter calling his aunt, followed by the sounds both he and his aunt crying in joy, he correctly deduced that Dr. Strange's teleportation spelled worked and rescued Peter and Captain America's team. A fact that brings a small smile to the hornhead's face.

"Damn it, kid!" said May as she held Peter close. "Are you actually trying to give me a heart attack?"

Peter held his aunt close, but not too tightly due to his spider strength. "I'm sorry, Aunt May. I didn't mean for any of this to happen."

"It's all right, Peter." May replied, not wanting to let go of the only family she has left now. "Just don't rush off like that anymore, okay. Especially since we're wanted fugitives now."

"No, no…" said Peter as he gently pulled away from his aunt to look up and face her. "I mean, there is that, but what I really mean is…"

Suddenly, another surprise occurred as everyone in the lounge as they struggled to recollect themselves from the flash. It was in the form of Kitty Pryde, who phases her head right through the wall. "Everyone okay?" asked the X-Girl, startling everyone. "Sorry, but I was in the hall and I saw a pink light coming from the doorway."

Logan, being the first to regain his composure, is the first to answer his young teammate. "We're fine, Pryde." Said the feral X-Man in his usual gruff tone, then uses his right thumb to point at Peter. "And as far as the light show goes…it's 'cuz we got the bug back."

Kitty looks straight ahead where Logan was pointing and when she sets her sights on Peter, her eyes soon lit up with glee. As such, she enters the room by phasing her entire body through the wall then runs towards Peter and his aunt. Upon arrival, she notices the tears in the eyes of both Parkers, her happy demeanor changes to that of a concerned yet comforting tone. "Hey are you okay?"

Yeah, I'm fine. Thanks to Cap." Peter replied, wiping tears from his face. "But would like to know how we got here."

At this point, Daredevil decides to join the conversation and walks towards where he hears Peter and Kitty conversing. "That would be Dr. Strange's teleportation spell bringing you here. And thank god for it."

At this point, Kitty puts her hands on her hips and gives Peter a scowl. "I'll say, you had us all worried sick!"

May looks at Kitty and appears to be impressed by her toughness as well as genuine concern for her nephew. "Your new friend has a point, kiddo." said May as she turned to Peter.

Soon, Cap, Falcon, and the Black Widow walk towards Peter and his aunt, by which time, the Super Soldier puts his right hand on the young man's shoulder. "That she does, son."

"I know…." Peter told Cap in a regretful voce, and after letting out a sigh, the guilt-filled teen addresses the people that have now gathered around him. "And I'm sorry I worried all of you…" He then looks at Kitty, but seems somewhat timid because with all that's happened, he barely remembered her name. "Especially you….uh…Kitten?"

Normally, Kitty would take offence to people not remembering her name, but this time, she softly giggled. Whether she, like everyone else in the Sanctum, have had enough drama for one night, or just by looking at Peter's brown eyes, she saw kindness and innocence that made her feel a connection. Bet either way…she gave Peter a smile when corrected him. "It's Kitty."

"Oh sorry…" Peter replied sheepishly as he scratched his head and smiled goofily, as he did with any other cute girl.

Suddenly, the awkward yet calm moment is interrupted when everyone hears the sound of an adult woman letting out a groan.

Storm, being the closest to where the voice was coming from, decides to investigate and upon looking behind and down on the floor, she sees the voice belonged to Mrs. Watson lying on the floor and shaking her head as if she were dazed. The silver haired goddess of the X-Men slowly bent down to address the disoriented woman.

Mrs. Watson starts to regain her senses, but is soon shocked to see her surroundings. As she looks around, she comes across Storm and soon backs away in fear.

"Don't be afraid, madam. You're with friends." Storm told the frightened the woman in a reassuring voice and slowly offers her hand to take.

Though somewhat reluctant at first, Mrs. Watson slowly takes Storm's hand and is slowly helped back up to her feet.

"Are you all right?" Storm asked the shaken Mrs. Watson after helping her stand up.

"I…I think so." Mrs. Watson replied as she looks around the lounge, still trying to make heads or tails of how she arrived in her new surroundings. "But, how did I…?" When she turned at the center of the room, she saw the young Peter Parker, which causes her eyes to grow wide with anger. "YOU!" she yelled out loud, then ran towards him with the intent of ripping his head off.

Luckily, both May and Kitty see the enraged Mrs. Watson running towards Peter, and quickly stepped in and grabbed the enraged woman before she could reached Peter, who by now is shocked beyond words.

"Get the hell off of me!" screamed Mrs. Watson, still trying to get out of May and Kitty's grip, but manages to pull out her right arm out and point at the speechless Peter. "You're going to pay for what you did to my baby, you thoughtless little…!"

May, not taking too kindly to Mrs. Watson threatening her nephew, grabs both of the irate mother's shoulders and shakes her violently. "Madeline!" yelled May, locking her eyes into that of Madeline Watson, the woman who had long been her friend, but would not hesitate to put her in her place for going after her family. "Now I'm sure you've been though allot, we all have. But I'm going to ask you one time and one time only, to calm down."

At this point, Peter couldn't help but feel puzzled when he heard what Mrs. Watson just said to him, specifically hearing a word that seemed to remind him of someone. _"Baby?" _ he thought, but it didn't take long for him realize that he remembers that Mrs. Watson is referring to the girl who is not only her daughter, but was also his best friend and the one he feels was shot because of him. A thought that almost makes the young man's eyes water with sadness. _"MJ.." _

Meanwhile, Madeline angrily backs away from both May and Kitty's grip, while still staring at Peter's aunt eye to eye. "Me to calm down?!" she asked, feeling offended to be told that after what she's experienced. "Because of your nephew, my daughter is now lying in a…" In the midst of her angry shouting, she is suddenly reminded of he daughter being consumed by mystic energy and thus begins to panic. "Oh my god…Mary-Jane!" With that realization, Madeline frantically looks around for Mary-Jane. "Where's my daughter?!"

May's intense expression changes to that of a genuine concern one as she grabs both of Madeline's shoulders to get her attention. "What about Mary-Jane? What happened to her?"

Peter, no more worried about Mary-Jane than ever, quickly walks closer to Madeline so he can listen to her.

After taking a few breathes, the teary eyed Madeline was just about to explain. However, before she could, she, along with everyone in the room, is alerted with the sound of the door opening.

It is revealed to be none other than Dr. Strange, who was also accompanied by Clea, Sersi, Agatha and a mysterious cloaked figure.

"Oh good, everyone is all here safe and sound." said the calm Doctor, though is somewhat confused why everyone appears to be at odds one another.

The gruff Logan takes a moment to look at May and Madeline before answering the Sorcerer Supreme. "Yeah, well, we almost lost the 'safe and sound' part, bub."

Daredevil was appalled by Logan's blatant statement, and thus compels to step in and face where he heard the Doctor's voice. "But regardless, we're glad that you teleported Peter and Cap's team back here, Doc."

"As are we." replied the Doctor. "However, to tell you the truth, we had a little help in casting the spell." With that said the humble Doctor steps back to reveal the cloaked figure.

With everyone staring at the cloud person with both confusion and intrigue, the cloaked figure removed the hood and is revealed to be the beautiful, smiling red-head…Mary-Jane Watson. "Hey, everyone, sorry to keep you waiting."

Though Mary-Jane's reappearance was a shock to everyone, all two people were affected the most by the beautiful red-head's return. The first is that of Madeline, whose eyes now stream with tears of joy to see Mary-Jane walking and health. "Mary-Jane!" screamed the overjoyed Mother, who breaks free of May's grasp then runs to her daughter with open arms and hugs her tightly.

And the second is that of Peter Parker, with his jaw dropped and eyes now large to his long-time friend is walking and no longer dying. A sight that while he still couldn't understand, it still filled him with happiness he could barely contain. As he watched Mary-Jane embracing her mother, the stunned young man took two steps forward towards the reunited Watson woman and said this with a shaky voice. "MJ…?"

While hugging and enjoying the warm comfort of her mother, the sound of Peter's voice is enough to make Mary-Jane's eyes shoot open and prompts her to turn where she heard her best friend call to her and sees his face. "Peter!" exclaimed the young girl, who gently pulls away from her mother, then runs towards Peter and hugs him happily.

Though May, as well as everyone else in the room appeared to be pleased to see Peter and MJ hugging, Madeline did not take kindly to the sight of her daughter hugging the boy who, in her mind, nearly got her killed.

And strangely enough, Madeline appeared not to be alone in disliking Peter and Mary-Jane hugging. For Kitty herself appeared to look on with disappointment as she thought this to herself. "_Great…he already has a girlfriend." _

As for the now teary eyed Peter himself, he wasn't aware of what the people around him thinking, nor did he care. For he just hugged Mary-Jane warmly and closely, smiling that the girl that he secretly loved was alive and well.

"_**Yeah, to say that that was a happy moment for me would be an understatement. But, like many other happy moments for me, it didn't last long. For what came next made my life more chaotic than it already was." **_


	21. Chapter 21

Of all the surprises that Peter had endured, this was one that he really enjoyed. For Mary-Jane, the girl who was once in a coma and clinging on to life after literally taking a bullet for him, was now fully head and in his arms. "Oh, MJ…!" said a sobbing Peter as he held her close. "Oh god, I am so sorry for what happened!"

Mary-Jane hugs Peter tightly as tears run down her cheeks. "No, Pete, it wasn't your fault."

Just then, Madeline stomps towards her daughter, and then pulls her out of Peter's grasp "Like hell it wasn't!"

Though she understood why her mother was angry, Mary-Jane still gently grabbed her arms and looked with a pleading expression. "Mom, please! I made the call! I'm the one who put my life of the line, not Peter!"

May quickly steps in to confront the two arguing Watsons. "Excuse me? What the hell are you two talking about?!"

Madeline turns to May with an angry scowl. "Well, from what I heard from neighbors, your nephew was fighting one of the Guardsmen that showed up in front of your house after you were taken away! And for reason I don't know…" Madeline takes a brief moment turn to her daughter with an angrier look. "…but I will fight out, Mary-Jane got involved and ended up getting shot!"

"What…?!" May asked in disbelief, then looks at Peter, who looks at her aunt with a saddened look, as if to silently let her know that Madeline is telling the truth.

At that point, Mary-Jane quickly steps in and explains her side of the story in Peter's defense. "But the Guardsman had a gun and was going to shoot and kill Peter. That's why I had to step in and take the bullet!"

"Young lady, you didn't have to do a damn thing!" Madeline tells her daughter then points her finger at Peter. "Especially for this irresponsible little prick that I hold just as responsible for the animal that shot you!"

At this point, the enraged May walks towards Madeline with dark intentions. "How dare you?!"

Cap, seeing that this situation is getting out of hand, quickly dashes in between May and Madeline to prevent the two women from tearing each other apart. "Now ladies just calm down!"

Madeline, despite being held back by Cap, still tries to get in the face of May. "The truth hurts, isn't it?!"

Mary-Jane tries to assist Cap by grabbing her Mother's arm and holds her back. "Mom, please!"

Peter, having had enough of the chaos, screams this at the top of his lungs. "SSTTTTOOOPPP! Everybody, just…stop!" After seeing that he has everyone's attention, he takes a deep breath and turns his attention to Mary-Jane. "Look MJ, I do thank you for saving my life, but your mom's right. I'm the one who put you in that position!" he then to his Aunt May with a more sorrowful look. "And the same thing with you Aunt May….and Uncle Ben, whose now gone because of me."

Upon hearing her nephew mention this, May quickly rushes to her Peter and puts her hands on his shoulders. "No, you listen and you listen good Peter Parker! Now, aside from the fact that we need to have a long discussion about you being some…costumed freedom fighter or whatever, let's make one thing perfectly clear." She then takes a moment to point to Mary-Jane as she tells Peter what she knows in her soul is the truth. "Mary-Jane is right about….that Guard-Person being the one responsible for shooting her and you're Uncle!" After that explanation, May then turns to Mary-Jane herself to address her. "No offense."

Mary-Jane was about to answer, but through the corner of her eye, she could see Madeline about to go off at May, and thus pulls her back to stop her. "None taken, Mrs. Parker." she said to May. "Besides, I'm with you on that one."

"But that's my whole point!" Peter said out load, then turned his attention back to his aunt. "The thing is….before the came to our house, I had a chance to stop the shooter. You see, he was robbing the wrestling company that I worked for and he was running my direction, but I let him go. Because before that, the promoter fired me, so I didn't think it was my problem when he got robbed. And even then, I let the fame and money that my powers got me go to my head. So much so, that I forgot what Uncle Ben said about…" before Peter could continue, he felt the pain of remembering the last thing his uncle said to him, and thus was just about to sob, and barely manages to stop himself from crying.

May could feel her eyes begin to water up after watching Peter choke up. "About what?"

After taking a moment to gulp and regain his composure, Peter looks back up at his aunt with now visible tears. "…About having great power. And that…with great power…comes great responsibility. I lost sight of that, and because of that, I let heartless creep kill Uncle Ben and nearly kill MJ." At this point, Peter quickly grabs hold to the arms of Aunt May and looks into her eyes with every single bit of love he has for the woman who is now the only family he has left. "And Aunt May, I swear, on my soul, if you 'll forgive me, I will never, ever shy away from my responsibilities again. Especially with you now being my biggest one of all."

As Peter says this, May couldn't help but look at Peter in awe. Not out of disgust or hatred…but completely amazed. For when she looks into his eyes, it was as if he suddenly became the adult that she and her late husband always tried to guide him to be. Though she was proud of Peter for being responsible, she still knew in her heart that Ben's death and Mary-Jane getting wounded was not his fault. As such, she quickly hugs Peter hard and close. "Oh, sweetie." she told her nephew with her voice cracking up.

The rest of the people in the room, minus Madeline, looked on at the scene with a combination of happiness and pride, but there were only two people who were most affected by this.

The first was that of Kitty Pryde, who was just as happy as everyone to see two family members reunited after being separated, but also could help but feel silently impressed with how mature and strong willed Peter was when he promised his aunt to make her his first priority. A sight that that caused her heart to pound faster than the first time she saw him without his mask.

The other was that of Mary-Jane, who looked on with a warm smile as she watched the two Parkers hug and was also impressed with how Peter seemingly matured in a matter of minutes as he promised that he would look out for her. However, in the midst of this peaceful moment, she then felt a massive amount of energy serge throughout her entire body, so much so, it caused her to glow a pink energy and her eyes turn white. This shocking even caused everyone around Mary-Jane to back away in complete shock, and thus give her the space needed to levitate in the air. "With words like that, I now see why you are so loved." said Mary-Jane, who oddly now speaks in a strong yet heavenly older voice.

This sight only caused Madeline more grief. "Mary-Jane!" she cried out as she tried to run towards her. But before she could reach her, she is stopped by Dr. Strange.

"Fear not, madam." said the Doctor in a calm tone. "Your daughter is fine."

Peter, despite overhearing Dr. Strange's words to Madeline, is not entirely sure and shows great concern for his old friend as he slowly walks up to her. "MJ…?"

The glowing and floating Mary-Jane looks down at Peter and gives him a gentle smile as she holds up her hand to stop him. "Fear not, young one." said Mary-Jane, still speaking in the adult voice. "I am only temporarily occupying Mary-Jane's body so I can address you myself."

"Occupying? You mean like…possessing her?" asked the shocked and more worried Peter, which earns him a nod from the obviously taken over Mary-Jane. "Well, if that's the case…who are you?"

"I am called Moondragon." replied the spirit inhabiting Mary-Jane's body. "At one time, I was once a great sorceress until the day of my passing. But now, a grave threat is approaching this world. One so dangerous, that I have been tasked to share the body of this brave girl and provide you aid in stopping it."

Logan does not appear shocked to seeing a possessed girl, seeing is how he has seen stranger things. All in which made it easier for him to say this. "Yeah, well if that threat is a psychotic president turning this country into a hell hole, afraid you're a little late on that."

Peter turns and gives Logan a dirty look after hearing his blunt statement, for even though Norman was clearly the enemy, he was still the father of his other best friend, Harry. But Peter took some comfort in the fact that he wasn't alone on how he felt about the feral X-Man, for he spotted everyone else looking at Logan with angry expressions.

Moondragon, however, looks at Logan with a saddened expression, as she did agree with him. "This is true, but I'm afraid that Osborn is only half of the problem."

Peter, just like everyone else , is surprised at what Moondragon just said and thus looks up at her. "What do you mean?" Peter asked the spirit inhabiting his friend, and as much as if pained him to ask this, he nonetheless did so. "Well, what could be more worse that a tyrannical president?"

Moondragon then gives her answer by holding out her arms and creating a small screen made of mystical energy, which then shows the image of a rock shaped like that of a reptilian eye and glowing a demonic red. "This….the Eye of Dormmamu."


	22. Chapter 22

The lounge was now filled with a hushed silence as Moondragon, now in control of Mary-Jane's body, presents the threat that was apparently more dangerous the Osborn himself….the artifact known as the Eye of Dormammu.

One of everyone present, it is the shocked and confused Peter who broke the silence when he said this. "Eye of Darwin-who-now?"

Dr. Strange is the quickest to reply to the young man's question. "Eye of Dormammu, a mystic artifact that possess a dangerous amount of dark magic."

A less than optimistic Moondragon nods in acknowledgement to the Doctor's explanation. "Yes, and one that started out as the actual eye of the dark lord ruler of the Dark Dimension himself, Dormammu. And to make matters worse, has the power to bring him back. I'll start from the beginning…" Moondragon then changes the image to that of…

**TIBET, TWO-HUNDRED YEARS AGO…**

Outside a Buddhist temple located on a mountain top, Defending army of Tibetan warrior monks, all led by Moondragon herself, who at that time was a bald headed woman in her mid-twenties and dressed in green, monk style clothing and a man with blonde hair while wearing red clothing with a matching cape, all defending the temple against an army of grey skinned, humanoid monsters, each with one red eye on their faces. All of whom seem to be coming in by the hundreds and thousands!

As the fight raged on, Moondragon notices one grey monster charging towards her and throws a right armed overhead hammer-blow. All in prompts her to channel her will power into both over her fist, thus making them glow a bright energy, then holds them up over her head in an X-shaped fashion and successfully blocks the blow. Though she managed to stop one attack, she looks over her shoulder to see another grey humanoid running towards her, and thus retaliates by throwing a right legged back kick, hitting him right in the eye, which makes him crumble into dust. Moments later, Moondragon turns her attention the humanoid she was facing before, then takes that same leg and rams her knee into the humanoids abdomen, forcing it into a kneeling position. Finally, Moondragon finishes the humanoid by pointing both her glowing hands in front of its red eye and fires a green mystic beam, turning her grey attacker into dust!

However, even after dealing with two dangerous monsters, Moondragon finds herself in danger again when another grey humanoid comes leaping out of nowhere and was just about to tackle her to the ground. But before it could, a gold beam of energy suddenly appears and it's the airborne humanoid into is eye, destroying it instantly.

Moondragon quickly turns to the direction where the beam came from, and saw that the blast was fired from the man in the red cape, who is seen holding up a smoking red hand. He gives Moondragon a nod before noticing another humanoid coming towards him, thus forcing him to point his right hand at his one eyed attacker.

As much as she wanted to thank her caped comrade, she knew it would have to wait. For their was still a battle that needed to be one, and thus returns to the fight charging her fists and blasting another grey humanoid in front of her!

"_At that time, I, alongside my closet friend, Adam Warlock, were serving as apprentices to the then Sorcerer Supreme, Yao. Or as he's most commonly called…the Ancient One." _Moondragon narrated. _"That day, we were aiding him in defending his Sanctum Sanctorum, as well as our entire world against the powerful ruler of the Dark dimension himself….Dormammu!" _

High above the hill tops not far from the temple stood Dormammu himself, who tall, gigantic being clad in black armor and with a flaming head with demonic reptilian eyes. As watched the battle from up on top of a hill and looks pleased as his minions overwhelming Moondragon's troops, he couldn't help but allow an evil smile spread across his fiery face. For him, this was an indication of his victory. However, before he could enjoy his apparent victory, the dark lord notices a large golden beam coming towards him at incredible speed! Thus, he holds up his left hand, then creates a hellish red energy shield and deflects the golden blast before it could hit him.

However, the blast itself was still pouring onto Dormammu's shield. And the one producing it was revealed to be that of an elderly Tibetan man dressed in a purple robe and matching hat, levitating in the air and firing the blast itself from out of his right hand.

"_Thankfully, the Ancient One himself manage to come in and help us turn the tide…" _

Not taking too kindly to being attacked, Dormammu concentrates and turns his shield into a blast of his own, and soon wills it into pushing the purple robed Ancient One's energy attack backward, thus engaging into a spiritual test of strength.

The Ancient One puts his all into the blast and tries his hardest to push Dormammu's blast back, but it proves too much for the elderly sorcerer, for the Dark Lord's mystic attack come coming closer and closer. Just as his fiery opponent's blast was just inches away from hitting him, the Ancient One uses his left hand to reaching inside his robe and pull out a small amulet that was shaped like a horned demon head.

As for Dormammu, he is shocked upon catching a brief glance of the amulet that the Ancient One just pulled out, and out of pure desperation, concentrates harder and thus strengthens his already powerful blast! So much so, that it completely overwhelms the elderly sorcerer, causing him to drop the amulet itself and thus making him fall down to the ground below.

Down below both Moondragon and Adam Warlock looked up in horror as they see their teacher blasted out of the sky and falling down to the Earth. "Master!" they yelled in unison and rushed over to aid him.

Out of the two of them, Moondragon appears to be the one closest to reaching the Ancient One first. However, she receives an unpleasant surprised when she finds herself intercepted by a grey skinned monster throwing a left handed straight punch. Acting fast, she uses her left hand to block and push the monster's punch outward, while channeling her willpower into her right hand and with quickness of a snake striking its prey, jabs her glowing right fingertips into the being's red eye, turning it into dust.

After dealing with her grey skinned attacker, Moondragon spins around, then points her left hand upward and with great concentration, uses her mysticism to stop the Ancient One in mid-air.

Upon feeling something stop him, the Ancient One turns and sees that it was Moondragon herself catching him thanks to her magic. After giving his student a nod of both acknowledgement and gratitude, the Ancient One uses his own magic to straighten himself up and lad safely on his feet.

Adam Warlock was happy to see Moondragon save their teacher, but he soon spots something up high falling towards him. It was that of the golden amulet to which the Ancient One had pulled out earlier. As such, Adam holds out his hands and catches the amulet, leaving him to look at it with wonder.

"_Luckily, he also brought the very thing that was powerful enough to defeat demonic beings like Dormammu….the Amulet of Watoomb!" _

Back up top, Dormammu looked down to see if the Ancient One was dead, only to see him alive and well thanks to Moondragon, and sees that the amulet was now in Adam Warlock's possession.

"_But like any other formidable foe, Dormammu would not make it easy for us to use it on him!" _

While not knowing if Adam knew how to use the amulet or not, Dormammu points his right hand downward and fires a blast at the blonde haired wizard.

Seeing the blast coming his way, Adam quickly dashes to the right side and dodges the blast. Once he stops, he looks up to see Dormammu holding up his smoking right hand. As such, Adam holds up his left hand to fire a blast of his own. However, he is suddenly stopped when he feels great pain caused by a strong force plunge into his back and come out through his chest.

While gasping for air, Adam looks down to see the force that plowed through him was that of a giant grey fist now covered in his blood. It was the last horrifying image before Adam began choking own hos own blood and finally goes limp and passes from this earth, and in the process, drops the amulet to the ground.

It is then revealed that the grey fist that impaled the now lifeless Adam Warlock belongs to that of one of the grey monsters, who then holds up dead wizard's body up in the air as if to bask in its own glory.

Moondragon, along with the Ancient One, watched in horror at what just happened to Adam Warlock. "ADAM!" she yelled with tears running down her cheeks after seeing her friend dying.

Though saddened to see one of his students die in battle, the Ancient One's expression soon changes to a surprised one when he looks through the corner of his right eye and spots Dormammu firing another blast out of his left hand. The elderly sorcerer acts fast by holding up his hands and creates a mystic shield above him and the still mourning Moondragon and blocks the fiery headed lord's attack. "Moondragon!" said the Ancient One, while struggling to maintain the shield. "Retrieve the amulet! It is the only thing that can defeat Dormammu!"

Hearing her master's command causes the teary eyed Moondragon to look up at him with dismay. "But master, I can't just leave you!"

"GO! NOW!" yelled the Ancient One as he continued to push Dormammu's blast backward, though shows signs that he's losing his strength.

Though hesitant at first, Moondragon nonetheless gets up and runs towards where the amulet was dropped.

As for the grey monster that just killed Adam Warlock, it tosses the wizard's lifeless body to the side and charges towards Moondragon with murderous intent.

While running, Moondragon channels her energy into her right hand, thus creating a mystic knife and soon spots the grey monster throws a left jab, thus prompting her jump up to avoid the punch and places both feet on its fist. She uses the monster's own hand as a boost to dash forward and slashes the monster's head in half in a horizontal pattern, thus turning it into dust. Afterwards, she rolls on the ground and ends up in a kneeling position and right next to the amulet, to which she picks up with her left hand. As Moondragon turns to rush back to the Ancient One, she sees that he is now down to one knee his shield appears to be cracking under the weight of Dormammu's powerful blast.

Realizing she had to act fast, Moondragon pointed her mystic dagger at Dormammu's flaming head, and through concentration, turns her dagger into a mystic ball which she fires and hits Dormammu's left eye, exploding on impact and causing his demonic eye ball to fly out of his eye socket.

Upon feeling the pressure of the blast suddenly stopping, the Ancient One makes his shield disappear only to see the pain ridden Dormammu hold his left eye in pain. The elderly sorcerer turns and sees Moondragon holding up her hand to show that she fired the blast, as well as now having the amulet in her possession. "Moondragon…." he said to his student with a small smile, in both gratitude for saving his life, as well as relief that she now has the weapon to defeat their fiery headed enemy.

"_I saved my master, as well as left my mark on that soulless monster…."_

Moondragon hears her teacher say her name, thus prompting her to face him and smile that he was all right. "Master!" she called to him, holding up the amulet. "I have the amulet, now what do I…" Suddenly, before she could finish her question, another grey monster comes up from behind her, places both of its massive hands around her head and…

_SNAP! _

…turns her head all the way to the left side, causing her neck to break and thus kills her instantly. As such, the amulet that she retrieved soon drops to the ground.

"_But at the cost of my own life." _

"NOOOO!" yelled the horrified Ancient One after seeing Moondragon perish right before his eyes.

The grey monster that killed Moondragon hears the Ancient One's pain-filled cry, and thus looks straight at him, drops Moondragon's body to the ground and charges towards the elderly sorcerer.

Now angered at the loss of both of his finest and bravest students, the Ancient One quickly holds up his right hand and fires a mystic blast at the monster, hitting it in the eye and destroying it. Afterwards, he looks down to find the amulet, then points his hand at it, concentrates, and uses his magic to make the amulet fly from off the ground and into his open palm.

With the amulet now in his possession, the determined Ancient One turns to the now one-eyed Dormammu and holds the amulet high over his head. "THIS ENDS NOW!" he yelled, then began to chant in the Tibetan language, causing the amulet itself to glow.

Dormammu's only remaining eye opens wide with fear at the sight of the amulet glow, meaning that his doom was coming. "NOOO!" he roared as he desperately holds up his left hand to fire another blast.

Unfortunately for the fiery headed dark lord, it was too late. The Amulet admits a large golden beam which hits Dormammu in the chest and causes him to be engulfed in a bright light. As such, it causes a hole to open up beneath him and begins to suck him in, to which he rams his fingernails into the ground to stop himself once he was down to his waist.

The fiery headed demon was not the hole's only victim however, for soon all the grey monster's began getting sucked in the hole, yet surprisingly, spares the Tibetan monks that were defending the temple.

Moments later, the struggling Dormammu loses his grip, and he and his army are all finally sucked into the hole. Once they are all consumed, the hole soon disappears, ending the battle once and for all.

With Dormammu and his minions now gone, the amulet finally stops producing the golden beam and thus allows the exhausted Ancient One to fall to his knees. Two of the monks that fought in the battle rushed over and helped him up, and as the elderly sorcerer looked around the battlefield, he is saddened to see the living praying over the bodies of their fallen brothers, as well as the bodies of Adam Warlock and Moondragon, wishing them safe passage into the afterlife.

_Though both Adam and I gave our lives to help stop him, Dormammu and his army were sent back to the Dark Dimension from wince they came. However, our master knew that this victory was only a temporary one…_

Through the corner of his eye, the Ancient One noticed a red glow and upon turning to look at the direction it was coming from, he sees that the source of the glow was coming from that of the severed eye of Dormammu, which suddenly hardens into a stone-like form.

…_as Long as a piece of that monster still remained. _

To make matters worse, a monk that just happened to be standing next to the now stoned eye notices the red glow, and appeared to be drawn towards it, placing it in an almost zombified state. As such, the now entranced monk goes to pick up the eye.

"NO! Don't touch that!" yelled the Ancient One, with his raised voice succeeding in causing the monk to snap out of his trance and nervously step back from the eye. Knowing that he has to act fast, The Ancient One gathers what strength he has left to his magic to mystically lift the eye with his mind and bring it over to him. With the eye floating over his head, the sorcerer turns to one of the monks next to him. "Quickly, find a chest and bring it out here."

The monk gives the Ancient One a quickly bow of acknowledgement and runs into the temple to carrying out his order.

_And so, the Ancient one sealed away Dormammu's eye before it could manipulate any poor soul into being his pawn and somehow bring him back…_

Moments later, the monk hurries out of the temple with a wooden chest in his hands and arrives in front of the Ancient One. As the monk opened the lid, the Ancient One slowly lowered the eye into the chest. Afterwards, he closes the lid, then takes the amulet places it over the lock, causing it to fuse into the steel and thus locking the eye inside.

…_while using the Amulet of Watoomb to seal it forever. _

**PRSENT DAY**

Back inside the lounge of Strange's Sanctum, the spirit of Moondragon uses Mary-Jane's hands to make the image of the Ancient One sealing away the Eye of Dormammu in the chest disappear once her story was complete.

After seeing the story of how Dormammu was stopped all those years ago, a confused Peter decides to ask this question. "Okay, so if this eye-thing was sealed up, why is it still a problem? One that's just a big, if not bigger than Norman?"

Dr. Strange has a regretful and remorseful look on his face as he goes to answer Peter. "I can answer that."


	23. Chapter 23

With all eyes now on Dr. Strange, the regretful Sorcerer Supreme soon begins to tell his tale of how the Eye of Dormammu was still a threat, despite that it was said to have been sealed away years ago. "It all began after the end of an old life…"

**MERCY GENERAL HOSPITAL, FIFTEEN YEARS AGO**

Inside the washroom of an operating room, a younger Dr. Stephen Strange, dressed in operating scrubs, steps out through the doors, removes and throws his rubber gloves in a trash container and goes to a nearby sink to wash-up. He does this with a confident smile, after performing yet another successful surgery.

"_Before I entered the world of sorcery, I once served the medical world as a neurosurgeon. And I will not lie, I was quite good. So much so, that I was considered one of the best surgeons in this profession. And though I did take pride my work…"_

Stephen, who now is dressed a business suit and carrying a briefcase, walks through the halls and was on his way to his office to meet a very wealthy broker.

Along the way, he catches the attention of a young male intern, who was conversing with a nurse at her desk, then quickly grabs a folder and runs towards the stone-faced Stephen. "Uh, Dr. Strange…" said the intern, finally catching up to the Doctor, and clearly nervous in his presence. "I-I know you're busy sir, but I was wondering if…"

"What is it, Tim?" Stephen coldly chimed in as he continued his way toward his office door of the hospital.

After giving a somewhat shocked expression after receiving such a rude comment, the intern named Tim nonetheless continued with what he was saying. "Well, uh, I was just wondering if you could look over the file on Miss Lantansie." he said as he opened the folder to read the patient's file inside. "She suffers from acute aphasia, migraines, facial nerve paralysis, referred by the Third Street clinic downtown."

"Insurance?" asked Stephen, still not bothering to face Tim.

Tim seemed hesitant to answer, but nonetheless does so for the sake of winning over the doctor so he can help the patient in need. "Well, their deductible's fairly substantial, but…"

"Income?" Stephen cuts in as he finally approaches his door.

"Modest…" Tim replied, knowing that it wasn't true, but he hopes that it will convince Stephen to take the case. But seeing Stephen turn around and give him a skeptical look, the intern caves in and lets out disappointed sigh as he answers. "Okay, low. But—"

"Then it's hardly worth my time." And with that blunt and harsh reply, Stephen opens the door and enters his office.

"Wait, Doctor…" Tim tries to catch up with Stephen before he entered his office, but instead has the door literally hit his face, and thus causes the papers in the file to fly everywhere as he falls to the floor."

"_I allowed my pride to cloud my judgment, thus allowing myself to become an egotistical, selfish, poor excuse of a human being. So much so that in time, I looked at my chosen profession as a quick way to achieve wealth rather than help save lives. But then came the night where that all changed forever…_

On a heavily rainy night, Stephen is driving through the streets in his luxurious black Mustang. Eve with his windshield wipers going back and forth at their top speed, he was still having a hard time seeing the road in front of him. However, little does he know the rain would soon be the least of his worries. Meaning that just on Stephen's left side was a red dodge that suddenly cuts right in front of him without any warning. Needless to say, this catches the doctor totally by surprise and in hitting the breaks, it causes his tires to hydroplane on the wet road, thus causing him to lose control of his car, swerve and crash into a lamp post.

Though luckily, the air bad deployed and saved Stephen's, he now found himself in unimaginable pain. In his sternum, ribs, and most horrifying of all…his hands! "No…." said the pain ridden doctor in a weak tone, knowing that if his hands were injured he would lose the very tools that made him a great and wealthy surgeon. "Not my hands, please god, not….not my…." At the moment, the agony of his injuries became so great, the injured Stephen finally passed out as a crowd gathered around his total car…and an emergency ambulance finally pulled up.

"_I'll never forget how much pain I was in that night. With my body broken and feeling utterly helpless, these must've been the same horrible situations all those patients I've turned down must've been in. And whose suffering I could've ended had I not let my hubris cloud my mind and make me ignore my obligations as a doctor. But, little did I know however, there awaited pain far worse when I awoke in the hospital." _

Despite feeling groggy and disoriented, Stephen begins to stir and opens his vision slightly blurry. After blinking, his sight clears up and he looks around to see that he is now in a hospital room and lying in bed. Needless to say, it was an odd feeling for him. For he, a doctor, was now lying in a hospital bed and being the one in need of care. As he continues to look around the room, he spots a female brunette doctor around his age standing right in front of him and looking at a chart. "G…Gina?" he said to his apparent colleague in a weak tone and manages to get her attention.

Upon hearing Stephen's voice, she is both surprised and glad to see that he's finally awake. "Stephen!" She said relieved then walks over to the counter and picks up a small cup with a straw and holds it close to Stephen's mouth. "Here, have some water."

The thirsty Stephen puts up no resistance as he lifts his head up, puts his lips on the straw and takes a sip of the drink presented to him. Afterward swallow, he puts his head back down on the pillow and slowly begins to recount what happened the previous night. "God….some moron, cut me off while I was on my way home…"

"We know, Stephen." Gina interjected. "There were witnesses who saw you crash." She has an uneasy expression, for she was not sure if she should tell him the full extent of his condition. But realizing it is her duty as a doctor, and knowing that Stephen himself would want her to be honest, she regretfully continued. "The good news is you're going to be fine. But…"

Stephen could see the uncertainty in her face, knowing that she was about to say something that was not only critical, but something he did not want to hear. "But what? Damn it, Gina, what are you…!" as he tried to sit up, Stephen could feel a sharp pain in his ribs which caused him to quickly lay back down on the bed and a concerned Gina to lightly put her hand on his shoulder to lay him down and make sure he did get up. However, he then noticed the unusual feel of having his hands feel like they were tightly wrapped with duck-tape, thus causing him his eyes to light up with fright as he came to a heart stopping conclusion. As such, he holds up his hands to look at them, and sure enough, his greatest fear had come true! In that both of his hands were splinted and heavily bandaged up. "No, oh, god, no!"

"_As much as I was wanted it to be nothing more than a horrible dream, it was both real and heartbreaking for me. For the crash also caused broken bones and intense nerve damage in both of my hands, thus ending my career as a surgeon. In retrospect, however, I could have still serve the hospital as a medical consultant, in fact I was even offered that position by the Chief Of Medicine himself. But at that time, even with my repulsive ego, surgery was my life. If I could no longer do that, then my life no longer had meaning. Then on night, I decided to prove that…" _

On the twenty-sixth floor of a very swank and luxurious apartment building, a depressed and rugged looking Stephen is seen standing on the ledge of the balcony of his apartment. With tears in his eyes and all hope in within him now gone, he takes a deep breath, then takes on step forward and begins to to fall to the ground below. Halfway down, the sorrowful former doctor closes his eyes and awaits his inevitable fate.

But suddenly, instead of feeling a hard thud as we well as every bone in his body shattering on impact, he suddenly feels his body instantly stop, as if some invisible force had caught him. Confused, he opened his eyes and saw that he was floating just inches from the pavement.

"_But in an attempt to end my own life, it was save so I can start it anew." _

As the befuddled Stephen looks around, he notices that the people and traffic had suddenly stopped, as if someone had a pressed a pause button on them. He turns to the right to see the person responsible for the force that saved him.

It was none other than Wong, who appears to be glowing in a blue aura, almost like that of a ghost, and stands in a calm manner with both of his hands behind back. "Greetings, Dr. Strange."

"_That same night, I met Wong for the first time, who also told me about the odd but magnificent healing powers of the Ancient One, who was still living in Tibet at the time." _

**DR. STRANGE'S CHINATOWN SANCTUM; PRESENT DAY**

As a shocked Peter hears Dr. Strange mention the Ancient One, holds up his hands as he cuts him off. "Whoa, whoa, I'm sorry, but hold on. The Ancient One, as in the sorcerer who fought this Dormammu guy like two hundred years ago?" After receiving a nod from the Doctor, Peter has a skeptic look as he continues. "Well, how did he stay alive all these years?"

The Doctor gives the young man a small smile as he gives him this answer. "Well, sorcery can do wonders for the lifespan, Peter, one of many things that the Ancient One taught me." The Doctor's smile soon changes to a sad frown. "But in meeting him, I also caused the threat that puts all at risk."


	24. Chapter 24

**TIBET: FIFTEEN YEARS GO**

The mountains of Tibet were consumed by that of a raging snowstorm, and through it all, Stephen Strange, who is dressed in mountain clothing and with a full beard, tries to push his way through the treacherous high winds.

"_And so, after that faithful meeting with Wong, I pawned all of what I owned all so I can purchase a one way ticket to Tibet, all in a desperate attempt to heal both of my hands and reclaim what I lost as a surgeon." _

The freezing Stephen tried his hardest to press on through the high winds and the intense cold until at point, he drops to his knees and falls into the snow.

"_With the harshness of the snowstorm, I had almost given up hope and allowed myself to freeze to death…" _

Just as Stephen was about to close his eyes and let the cold consume him, he notices a bright light in front of him. Moments later, the glow takes the shape of the Ancient One's temple, with Wong standing on the front door waiting for him.

"_Until finally, and miraculously, I reached the home of the Ancient One himself, with Wong waiting for me." _

Seeing that Stephen had fallen, Wong quickly bends down, puts his hands on the exhausted doctor's shoulders and both of them vanished into thin air.

Moments later, both Wong and Stephen reappear inside a large, dark room with hundreds if not thousands of burning candles all over the room to provide much needed light. And right before them was that of the heavily aged Ancient One, who sits on a large pillow in a meditative posture, then opens his eyes to look at the two men standing in front of him. .

"_And that was also the day I met the Ancient One for the very first time."  
><em> 

Stephen couldn't help but look at the heavily aged Ancient One, with medical doctor in him silently wondering what a diet and medicine the sorcerer uses to live so long. However, he is soon snapped back to reality when Wong puts his hand on his chest, thus prompting him to turn and face him.

"Do as I do." Wong told the stunned doctor, then gets down on his knees and gives the Ancient One a solemn bow.

Though confused by this action, Stephen figured to play along in order to get his questions answered and his hands healed. As such, he follows Wong's lead by getting down on his knees and bows to the Ancient One.

As for the Ancient One himself, he waits for Stephen and Wong to sit up before calmly saying this. "Welcome, Stephen Strange."

Stephen appears completely shocked when he hears the aging sorcerer say his name, prompting him to look at Wong then turns back to the Ancient One to acknowledge him. "H-How do you know my name?"

"I've been watching you for quite sometime." replied the Ancient One, still maintaining his calm and well-disciplined demeanor.

Hearing this reply, Stephen has an almost hopeful expression as he asks this next question. "Then you know why I'm here?"

"I do." The aging sorcerer answered back with a nod. "And yes, I am able to heal both of your hands….but not for the reason in which you desire."

Needless to say, Stephen couldn't help but look completely bewildered upon receiving that reply. "What?"

"_As it turned out, I was brought to Tibet because I was part of a premonition that the Ancient One experience. One in which I would not only be trained by him….but also to take his place as Sorcerer Supreme. And though now, I see this feat was an honor and privilege, I did not take this news well when I first heard it…" _

"You cannot be serious?!" asked an angry Stephen he stands straight up.

Wong quickly stands up and looks at Stephen cautiously, hoping that the irate doctor does not attack the Ancient One and thus would be forced to stop him. "Doctor…"

Upon hearing Wong's voice, Stephen quickly turns to him. "Back off, Wang, or….whatever the hell your name is!" After telling off the Ancient One's faithful assistant, the livid Stephen turns his attention to the aging sorcerer himself. "So, let me see if I have this right. I sold all my world possessions, traveled over fifteen thousand miles, just to be told that I'm supposed to become some…wizard instead of being healed so I can return to my life and career of being a respectful surgeon?!"

Wong quickly puts his hand on Stephen's chest to not only get his attention and sternly talk him down. "Dr. Strange, please just…."

The Ancient One slightly sits up and raises his hand. "Wong, it's all right." He said loudly to get both men's attention, then turns his attention back to Stephen himself. "I am sorry for your disappointment, Dr. Strange. And though I cannot give you what you wish, I certainly have no intention on forcing you to stay here. After all, history has shown that not all premonitions are meant to come into being. However, for your sake at least, I do ask that you stay in the temple until the storm finally settles."

Though enraged, Stephen does agree with the Ancient One about the storm, and thus takes a deep breath to calm himself before answering him. "Fine…" said the clearly unhappy doctor, then looks down to notice Wong's hand still on his chest and swats it off.

"Thank you for understanding…" said the Ancient One in a disheartened tone, then turns to Wong, who appears be offended by Stephen after slapping his hand off. "Wong, show Dr. Strange where he will be staying."

After taking a breath to calm him, Wong turns to the Ancient One and gives him a small nod of acknowledgement. "Right away, Master." He then turns back and gives Stephen a very disappointed look. "Please follow me." He tells the doctor with gritted teeth and walks past the doctor and heads to the door.

Stephen then follows Wong to the door, giving off an angry demeanor to mask the sadness and heartbreak of receiving news that was almost as bad as being told that his medical career was over.

"_Yes, to say that my first meeting with the Ancient One could've been better would be an understatement. But at the end…it didn't matter, for it whether I liked it or not, fate still had plans for me, and would find ways to see that I become the sorcerer you see now…"_

The Doctor then flashes back to when he was in a chamber, sitting on a bed with his face buried in his hands.

"_And as I sat in that chamber, wondering just what I was going to do next now that I was a penniless former doctor….I soon found that out first hand." _

Suddenly, Strange's deep thinking is interrupted when he hears a unusual notice coming from the thin wall on the right side of his room. This causes him to crawl on the bed and place his ear on the wall to listen harder to the noise, which was now that of a man chanting in the Tibetan language.

Naturally curious and wanting to at least find ways to pass some time while waiting for the snowstorm to pass, Strange gets up off of the bed then walks over to the door, opens it and leaves the room to see that was making so much noise.

As he enters the hallway, Stephen follows the sound to the room next to his. He also notice s the door is just barely creaked open, and with his curiosity growing, slowly opens It a little further to see what was causing such a ruckus in the next room.

It is revealed that the chanting was coming from that of a man around the same age as Stephen, but with longer black hair and matching beard, dressed in green clothing and standing in front of a cauldron full of boiling water.

"_Oddly enough, that was also the first time I saw another student of the Ancient One by the name of Mordo. At first, I thought he was just practicing spells as instructed by the Ancient One himself…" _

At one point, the water within the cauldron begins to glow, and a split second later, a floating, demonic looking creature pops out and hovers about the smirking Mordo, much to the spying Stephen's shock.

"_But I found out that I was wrong again…" _


	25. Chapter 25

Stephen watched in horror as he saw the grinning Mordo looking up at the demonic creature he summoned. But what shocked him even more was when he heard this exchange between the two.

"What is thy bidding?" asked the demon in a low, hissing tone.

"Yan, the Ancient One." replied Mordo. "I would see him dead."

Stephen's eyes grow wide with shock when he hears Mordo give that order.

"_It was at this point, I also noticed Mordo's treachery. And being as egotistical as I was, I normally would've run out before Mordo saw me, then leave the temple to save my own life…" _

As the fearful Stephen, slowly backed away, trying his hardest not to make a sound so Mordo and his 'pet' wouldn't notice him, he looks to the right to look for an escape. Instead, he looks over to see the two doors in which he remembered led to the Ancient One's chamber. And at that point, Stephen soon began to feel conflicted. As if something inside him was yelling him to take that doors instead.

"…_but oddly enough, not that day. Whether it was my conscience finally putting his foot down and demanding that I do the right thing for once in my pitiful life, one thing was for sure. Something inside me was telling me to go to the Ancient One's chamber and warn him on the attempt on his life.. True, I had no experience in the mystic arts at that time, but I had to help the old man somehow!" _

Realizing that this sudden feeling inside his gut had won, Stephen lets out a silently sigh of aggravation, then gets up and runs towards the Ancient One's chamber. However, upon standing up, he inadvertently touched the door, thus making it open a little further and make a creaking noise, thus getting both Mordo and the Demon's attention.

Mordo himself looks in with annoyance, knowing that someone must've seen what he was doing, and more importantly, heard him give the demon his command to kill the Ancient One, thus prompting him to deliver this order. "But start with the fool who was just sitting there!"

The Demon, being compelled to obey the one who summoned him, floies out of the room to pursue the fleeing Stephen.

Unaware that he deomon was right behind, Stephen finally arrives at the double doors to the Ancient One's chamber, grabs the handles and swings the door open to see the elderly sorcerer himself meditating. "Hey, Wise one or…whatever your name is!" he yelled. "Your life is in danger! One of your own men is trying to…!"

Before Stephen could finish his sentence, he stops mid-way when he hears a hissing sound coming up from behind, when he turns around, he freezes in fear when he sees that the hissing sound was coming from that of the demon summoned by Mordo!

It his eyes literally burning with hell fire, the Demon lets out a roar as it raises its clawed hand and goes to strike down the petrified doctor.

However, a split second later, the Ancient One's eyes shoot wide open and are now glow a hauntingly white, which is bright enough to catch both the attention of both Stephen and the Demon. To make things more unsettling, the Ancient One opens his mouth and shoots out a bright white beam which hits the roaring demon, causing him to dissipate.

Stephen himself is left completely speechless at what just happened, and thus turns to the Ancient One, who by now closes his mouth, and his eyes dim back to normal. "Uh….nevermind." said a astounded Stephen upon regaining his ability to speak.

As for the Ancient One, he looks past Stephen and sees the Mordo hiding behind the door, causing his expression to change into that of angered tone. "Mordo!"

Realizing that his plot has been discover, Mordo was just about to make a break for it, but is stopped when a strange goldea aura stops him dead in his tracks. The mystical energy then lifts him up from the floor and in to the air, then brings him into the chamber and in front of the clearly displeased Ancient One.

"This is how you repay me after taking you in and training you for all these years?!" asked the Ancient One. "For you to use you acquired magic to dispose of me?"

Mordo, while struggling to get from the aura binding him, looks at his now former teacher with intense hatred. "All you've done…is hold me back from reaching my full potential. One that I now know can only be achieved…." At this point, his eyes glow blood red. "…under the guidance of my true master….Dormammu!" At that moment, Mordo fires two red energy blasts from out of his eyes and hits the Ancient One in the chest and sends him flying and crashing spine first into the wall.

With the elderly sorcerer down, the aura that was surrounding, as well as binding Mordo soon vanishes, thus releasing him and allowing him to drop to the floor. After landing on his feet, the treacherous former pupil of the Ancient One stands straight, then concentrates and channels red energy into his hands and conjures up a large energy based sword. With mystic weapon in hand, Mordo then moves in to dispose of his former mentor, who by now was still trying to recover.

Stephen, despite still not believing what he was seeing, still felt the urge to protect the fallen Ancient One. And thus, he runs in, grabs both of Mordo's wrists and holds the sword upward to stop the attack. By doing this, he also breaks Mordo's concentration, thus causing the former apprentice to inadvertently make his energy sword disappear.

But even with his weapon, Mordo is far from defenseless. And after having two of his attempts on his former teachers life foiled, the now furious Mordo waste no time in letting Stephen know that, as he uses his right leg to deliver a hard knee strike to the former doctor's mid-section, knocking the wind out of him. He then grabs both of Stephen's shoulders and tosses him into a small table that was housing a small chest, shattering them both.

As the Ancient One tries to recover, he turns to the direction in which he heard the sound of something breaking, and looks at Stephen with a saddened expression.

"_And on that day, my first ever selfless act…also caused the nightmare of things to come…" _

As a disorient Stephen rolls his right side, he reveals to Mordo the Eye of Dormammu,which by now turned to stone.

Seeing is how that retrieving this item was one of his primary goals, aside from killing the Ancient One, Mordo holds up his right hand, concentrates and thus uses his mysticism to bring the stoned eye from off the floor and into his open palm. With the eye now in his possession, Mordo turns back to his former teacher then holds up and charges up his left hand to finish him off.

Fortunately for the Ancient One, he looks through the corner of his eye and sees Mordo firing his blast. As such, he holds up both hands and thus creates a mystic, which thankfully blocks Mordo's blast.

Even with his attack stopped, Mordo presses on his mystic blast in an effort to destroy the Ancient One's shield, but surprised when he hears a strong, demonic voice speak inside his man.

"Mordo!" bellowed the dark voice inside of Mordo's mind…which belonged to that of the demonic entity known as Dormammu. "Forget the Ancient One! He's not long from this world anyway. Return to the layer at once."

"Yes, my master!" replied Mordo, as he concentrates, then vanishes out of sight in a blood red light, taking the Eye of Dormammu with him.

As for the Ancient One, he lets out a sigh of despair as he dissipates his shield and slumps back onto the wall.

Stephen, despite still being shaken up about what just occurred, stands up on his feet nonetheless, then runs over to check on the Ancient One. "Are you all right? Is anything broken?"

"No. I am fine….physically." replied the Ancient One in a depressed tone.

After receiving this answer, Stephen then grabs both of the Ancient One's arms and helps him up to his feet. "So, what exactly was that rock that he took with him?"

"That was the Eye of Dormammu." answered the Ancient One. "And by stealing it, Mordo just creating the stepping stone of a horrible event that I had already foresaw."

"Foresaw…?" inquired a confused Stephen.

"_It was at that point that the Ancient One told me that he had foresaw Mordo attempting to kill him, and more importantly, me trying to save him and unknowingly prove my worth to becoming his student and successor as Sorcerer Supreme. However, having explained to me earlier that sometimes future events are not always set in stone, he had to wait for Mordo to make his move and for me to act just so he can know for sure. And most disturbing of all, he told me all of the other events he saw. Such a madman becoming president, ruling this nation with an iron fist, and allying himself with Mordo, who is manipulating into bring Dormammu into this plain…" _

**DOCTOR STRANGE'S SANCTUM: PRESENT**

The now caped and experience sorcerer, Dr. Strange appears saddened as he says this to Peter and everyone present in the room to conclude his story. "Thus starting a war for the fate of the planet."

Moondragon, who still is in possession of Mary-Jane's body, addresses this to the heroes. "A war in which all of you must win."

As Peter, he, along with everyone else in the lounge, has a dreaded look on his face upon hearing this news, and thus lets out a sigh of despair. "Great…"

(AUTHOR'S NOTE: Hey guys, sorry if this is short, but truth be told, this is actually the 'second half' of Chapter 24. I had to split them to let you guys know the first time that I wasn't gone. LOL But anyway, more chapters are on the way. )


	26. Chapter 26

Peter, as well as everyone else present inside the lounge of Dr. Strange's Sanctum, stood completely floor upon hearing the Doctor ending his story with how Mordo grabbed the Eye of Dormammu and thus beginning a war that is now for the fate of the world, not just the country. In an attempt to break the silence, as well as finding out more of the upcoming global threat, decides to ask this question. "So, let me get this right. This Mordo guy, he apparently is not only working for Osborn, but also has this Eye of, what's his face, and is going to use it to cast a spell to bring him into our world?"

"Well, yes and no. Or at least when it comes to casting a spell" replied the Doctor in an uneasy tone. "For you see, when he first took the Eye in his possession, the Ancient One, as well as his monks and allies he could muster, all raided the hide outs of Dormammu's followers and destroyed scrolls in which contained the spells that would bring Dormmamu back into our dimension."

At this point, May hemself was confused as Peter upon hearing this explanation, and thus is compelled to but in. "All right, so if there are no spells, then why is this Eye still a problem?"

As far that question goes, Daredevil himself lets out a sigh before stepping in. "I can answer that one. You see, long before his presidency, I had long suspected that Osborn was doing some shady dealings with very dangerous people back when he was the owner and CEO of Oscorp. And I also had a hunch that it was those same people that may have helped him reach the election. But as I dug further, I not only found out how Osborn won the election, but also that he in fact was in some kind of partnership with Mordo, who also had the Eye in his possession."

After Daredevil delivers his explanation, a very unhappy Strange comes in to say this. "Facts in which Daredevil shared with me, as well as the knowledge that they plan on using the Eye to bring back Dormammu by….'other means.'"

This news causes a wide-eyed Peter to look around the room to see his aunt and everyone else completely dumbfounded, then looks at the Doctor to ask him this. "Like what?"

**TRISKELION**

Inside the large, highly advanced laboratory of the Triskelion, a now unarmored and black jumpsuit clad Ezekiel Stane observes Otto and other scientists construct a huge, projector-like device with large cables that are designed like spider legs. And right beside the projector and inside a clear plastic case is that of the still stoned Eye of Dormammu.

As Stane watches the construction of the device, a blonde haired Caucasian female agent approaches him. "Mr. Stane, sir, the President would like to speak to you via chat screen."

Stane did not look happy at all upon hearing this news. There was no doubt that it was about the failure to capture Peter Parker, as well as Captain America, back in Queens. But nonetheless, he takes a deep breath, then turns and faces the female agent to address her. "Patch the feed into my office, I'll be right there."

"Yes sir," replied the agent, then turns and walks out of the laboratory, with Stane himself not far behind.

Down below, Otto looks over his shoulder and sees Stane leaving the lab while his mechanical tentacles continued to work on the inner wirings of the machine, and the sight of the Ultimates leader departing brough a smirk on the scientist's face, as if he knew what was in store for his 'comrade'. Though the corner of his eye, Otto noticed the Silver Sable herself walking the lab to see if she could catch up to Stane before he left. "And where do you think you're going?" Otto cried out just as Sable reached the lab's exit.

Sable turns to Otto and gives him a look of utter disdain. "To see Stane. What else?

Otto scoffs as he turned away from the mercenary and back to his work. "If it's about your contract to him, don't bother. As of now it's officially terminated. And seeing is how you failed your task, don't expect any payment."

Sable is now seething with anger upon hearing Otto's blunt words, and takes one step forward when she addresses him. "Well, I'd rather hear this from Stane himself!"

Otto's evil smirk turns into a smile when he hears the furious Sable mention his fellow Ultimate's name. "I'm afraid that that will not be possible."

Meanwhile, inside his large lavish office, Stane is looking at a huge screen which contains the less than happy face of President Osborn himself. And what he just heard from the President's lips causes Stane's eyes grow wide with shock and horror. "Y-You're coming here to New York?!"

"Yes, to personally observe the project." Norman replied with pure disappointment in his voice. "As well as have you be replaced as leader of the Ultimates for failing to bring in Parker and his aunt."

"Sir, please…" pleaded the clearly nervous Stane, not knowing that a shadowing figure is standing by in a dark part of the office. " I assure you that I'm quite capable of learning from my failures. And I promise you, this mistake will never happen again, and you will have the Parkers in custody soon."

Norman, looking quite disgusted at Stane's begging, has only this to say to him. "Oh, I'm quite aware of that. It's just that YOU will not be the one to do it."

As Stane grew more and more fearful, he suddenly feels the sharp pain of a twenty-four in metal spike pierce through the back of his neck and with the tip bursting out through the front of his neck and just above his Adam's apple. With blood shooting out of his neck like a water out of a sprinkler and choking due to the spike blocking his airway, Stane slowly turns around sees the shadowy figure step into the light and reveal himself to be…

BULLSEYE: (a bald Caucasian man with a bullseye tattoo on his forehead and dressed in pit black leather clothing with a matching long overcoat.)

With the now dying Stane in his sights, a smirking Bullseye flicks his right wrist and pulls out an Ace of Spades playing card coming out of his sleeve. Afterwards, he quickly throws the card, and with the speed and sharpness of his throwing technique, the card becomes that of a make shift shuriken and thus causes its upper left edge to plunge into Stane's forehead.

This display of overkill causes the now former leader of the Ultimates to let out one final groan as he fell face first to the floor and lays there totally lifeless his blood flows from out of the wound in his neck into the carpet.

After performing another successful 'job', Bullseye, with a cocky smile, gives Norman a bow. "Job's done, Mr. President." He tells him as he stands up, but then looks down at Stane's corpse. "But uh…you mind if I ask the eggheads here to clean this up? I 'create' dead bodies, not erase them."

"Fine with me, Lester." replied the stone faced Norman. "And while you're at it, find Octavius and tell him that he now has full control of both Stark Industries and Oscorp."

Bullseye gives somewhat of a non-caring shrug upon hearing this order. "Hey, you're the boss. And I take it he's now the leader of this little group of freak-o's?"

Norman lets out a small chuckle before answering the assassin. "Oh no, for that position, I have someone much better in mind…"


	27. Chapter 27

**DR. STRANGE'S SANCTUM**

With the news of Osborn's plan of using a machine as an alternate mean of utilizing the Eye of Dormammu, it Is Peter himself who shouts what everyone is thinking. "Whoa, whoa, wait a second! Osborn wants to use the eye of giant demonic being to bring him back into our world…and he wants to do it with some machine?! Look, I hate to nitpick, but doesn't magic and technology…not mix?"

Kitty, who agrees with Peter's statement, decides to jump in and question the Doctor. "Um, Doctor Strange, Peter does bring up a good point. I mean, I thought magical items could be used by, you know, magic."

"Energy is energy, young one." The Doctor replied calmly. "There are many ways in this world that can conjure and control energy. Sorcery is just one of those ways."

"Another being that of your 'science." Added Moondragon through Mary-Jane's body. "Which is being used by the crazed madman you know as Norman Osborn to help bring Dormammu back to this world and thus causes its destruction."

Peter has a grim look on his face upon hearing on how Norman, a man that he has longed looked up to, was using his scientific genius to put the world in jeopardy as oppose to help protect it. "Something no scientist should do." said the young man, then looks up at his new comrades with determination. "We have to stop him."

May, though proud to see how strong her nephew has become, grows worried on how he will be jumping into a situation that could get him killed and thus holds his arm tightly and not wanting to let go.

As for Dr. Strange, he nods in agreement with Peter's statement. "Yes, we must, and we will. But not before we find out who our savior is."

Just like everything else he's heard since coming here, Peter is taken aback from what he heard the Doctor just said. "Savior…?"

"Yes…" the Doctor replied, nodding his head calmly. "Another detail in which my master informed me when I started my tutelage under him…"

**TIBET: FIFTEEN YEARS AGO**

_Inside a large room filled with numerous scrolls and lit candles, the Ancient One and Stephen, who by this time was dressed in a white training gi, are standing over a table, with the elderly sorcerer supreme holding his hands over the Amulet of Watoomb and projecting green energy over it. As the elderly sorcerer was using his magic to create a small golden necklace and attach it to the Amulet itself. Once finished, he stops projecting mystic energy and looks at it deep and hard as he goes to explain this. "Along with you saving me from Mordo's failed assassination attempt, as well as unfortunate stealing the Eye of Dormammu, I have seen something else in my vision." _

"_What was that?" asked Stephen, confused by what he heard but seems willing to know more. _

"_It is that fifteen years after you complete your training after me, you and a group of brave individuals will be gathered to be determined by the spirits to which of you will be the hero to end Dommamu's evil." The Ancient One turns to a dumbfounded Stephen, and presents the Amulet. "And they plan to make their decision through this." _

_Stephen stares at the Amulet with a look of disbelief, before looking at his. "Through a necklace?" _

"_Through the Amulet of Watoomb." replied the calm Ancient One. "The very thing that at one time kept the Eye safe from the wrong hands." With a sad look, the Ancient One turns and puts the Amulet inside the box. _

_After being told this, Stephen seems hesitant to hear the answer as he asks his teacher this. "And….I'm to be that hero?" _

"_Perhaps, perhaps not. Just as the Amulet was about to choose the hero, there was a bright light and I awoke." The Ancient One replied while closing the lid of the box, with the Amulet inside. "But that is to be determined for another day." He then turns back to his new student, Stephen, who still looks unsure. "But for now, let us begin your first lesson." _

**DR. STRANGE'S SANCTUM: PRESENT DAY**

Back in the lounge, the Doctor, despite still having a hard time that the prophesized day has finally arrived, let's out a sigh before look at the gathering of confused yet brave souls that stand before him. "And now, fifteen years ago today, the day has finally come." He then turns to the right to look at the same box his master used to store the Amulet all those years ago, which sitting on a small table. Afterwards, the Sorcerer Supreme holds out his right hand, concentrates, and uses his mysticism to telekinetically bring the box into his open palm. He then opens the box and pulls out the Amulet of Watoomb, to begin the task that was handed down to him by his master all those years ago.

"The time has come to see which one of you will save this world from destruction." said Moondragon with her voice now echoing. "It is now time to see which will be…the Ultimate Hero!" After which, the vessel that was Mary-Jane's body soon begins to glow bright, and a split second later, her mouth opens up and an energy beam, which in actuality was Moondragon's spirit, shoots out and disappears out of thin air.

As for Mary-Jane herself, she slowly floats down the floor, seemingly unconscious, causing a stunned Peter to run in and catch her before she lands on the floor.

After being caught, Mary-Jane slowly opens her eyes and looks up at the worried Peter, gazing into his hazel eyes and giving him a small smile. "Nice catch, Tiger…" she said in her normal voice, indiciating that she is back in control.

Peter, relieved to see that his friend is back and in good health, gives her a returning smile as his eyes met hers.

While everyone else looked at Peter helping Mary-Jane back up on her feet with pleasant satisfaction, only two people did not like this at all. The first was that of a displeased Madeline Watson, who quickly steps in and pulls Mary-Jane out of Peter's grasp, still not having forgiven him for, in her mind, getting her daughter shot.

And the other being that of Kitty Pryde, who looks on at Mary-Jane with her arms crossed and with narrowed eyebrows, secretly both angry and envious of the red head for already being with Peter before she could.

Just as things start to calm down after Mary-Jane returning to being herself, another surprise suddenly takes place. This time, its that of a bright flash of brilliant white light engulfs the room, and moments later, it soon changes to that of a small circle in the ceiling, almost like that of a small doorway. Soon after, a series of multi-colored streams of energy pass through the white doorway and into the Amulet of Watoomb itself, causing it to glow brightly.

The Amulet then floats out of the Doctor's hand and into the air, as if it gained a mind of its own! It then begins to spin at high speed, until finally it zips downward and stops right in front of its chosen 'Ultimate Hero.'

Needless to say, the Amulet's choice of hero comes as a huge surprised to those present. But no more than that of May Parker and Mary-Jane, who look on with their eyes wide open with shocked and worry.

For the choice that the Amulet made to be the hero to stop Norman Osborn from bringing back Dormammu and saving the planet from certain doom….was that of Peter Parker, who looks more shocked then everyone in the room and can only say this with the glowing Amulet point at him. "Oh….great…."


	28. Chapter 28

A hushed silence fills the lounge after the Amulet of Watoomb chooses a clearly stunned Peter to be the one to stop Norman Osborn from destroying the planet.

Finally, after the duration of five minutes, which for most felt like an eternity, it was a wide eyed May who walks over to her nephew and says this after stopping next to him. "No!" she exclaimed. "Tell you 'gods' or whatever that they're making a bad choice."

"Aunt May!" said Peter with a mixture of embarrassment about May's over protectiveness, as well as worried for speaking out against very powerful mystical beings and hoping that they don't smite her.

"I said no, Peter Parker!" May snapped at her nephew. "It was bad enough when you barely came back here alive, but I will be damned if I'm going to let you fight some war and have you labeled as some kind of messiah or martyr!" the than happy May then turns her attention to Cap and the rest of the heroes. "Not when one of YOU can!"

Logan, who despite his gruff demeanor, seems to be in agreement with May's statement. "Lady's got a point." said the feral X-Man, then turns to face Cap. "So how about it Red, White and Bloomers? You up for leading this little round-up?"

"Not now, Logan!" Cap told Logan in an irritated tone, then walks over to both Peter and the mystical Amulet floating in front of him. Afterwards, he turns to Dr. Strange with an unsure expression, but trying to be respectful. "Dr. Strange, with all due respect to you and the…'spirits', this role of stopping this Dormammu character is far too dangerous to give a teenager. "By saying this, Cap unknowingly receives dirty looks from not only Peter, but other teens swell such as Kitty and Mary-Jane. He then takes a moment to look and address Peter. "And yes, I have seen you in action, and you are quite good. But you…" Before continuing, he takes a moment to look at both Mary-Jane and Kitty. "…and these two young ladies here are far too young and still have your whole lives ahead of you. So son, it might be best if you listen to your aunt and sit this one out." The Super Soldier then turns and gives Logan an annoyed glare. "And if it must be." He said to the feral X-Man, who returns the glare, then turns his attention to the floating Amulet and reaches towards it. "I guess I'll be the one to…"

Suddenly, however, just as Cap touches the Amulet, it quickly turns to stone, a sight that leaves Cap, and everyone else in shock. "What in the name…?"

Dr. Strange soon steps in to explain. "I'm afraid that the Amulet of Watoomb can no longer be held by just anyone. For you see, once the Ultimate Hero is chosen, the Amulet, as well as its power, can only be held by the hero himself. If it is touched by anyone else, it turns to stone."

As Cap stands completely dumbfounded, Peter quickly takes the Amulet from out of the stunned Super Soldier's hand, and upon doing so, it soon transforms back into its golden texture once it's in the young man's hand, causing him to let out a sigh as he looks at it. "Which means it does have to be me to use this."

"No!" exclaimed a horrified May as she grabbed Peter by his shoulders and turned him around to face her. "Peter, you will not….!"

Peter gently puts his hands on his aunt's arms as he looks into her eyes. "Aunt May, I know that this is hard. And trust me I'm not too keen on being 'the chosen one'. But if me taking this role this…"he suddenly stops when he remembers the painful memory of his uncle being killed and fights back tears when he speaks this word. "…responsibility is the only way to stop Osborn from destroying the world and killing everyone else in, I have to take it." Peter then takes a moment to look at Cap and his team, and looks back at his now teary eyed aunt to address her. "Besides, both Cap and his friends risked their lives to save mine. I owe it to them."

Though amazed at Peter's inner strength and would normally be proud, May was still not happy about him putting himself in danger and for a moment, he stepped away from him and looked away to try to hide and keep herself from sobbing, though not having much success.

Both Cap and Daredevil understood that May was suffering, with Cap seeing tears beginning to well up in her eyes, and Daredevil hearing her heavy breathing as she tries not to cry.

Finally, it was Cap who steps towards May to address her. "Mrs. Parker." he said gently as he puts his hand on her shoulder to get her attention. "I've made it clear that I too am against this." Before continuing, he looks down at the Amulet in Peter's hand, which moments ago turned to stone when he touched it, then looks at Dr. Strange and the rest of the heroes gathered. "But…if there's no other option…" he looks back at May with a determined look. "You have my word that he will have the best training to make sure he comes back to you in one piece."

With a nod, Daredevil walks over to where he heard Cap speaking, and puts his hand on the super soldier's shoulder. "And more importantly, will not go on unsupervised."

May, though still shaken up by all that's happened, strangely feels comfort in hearing these words, but finds them more believable when she hears those words from Cap.

And just as things to be suddenly calmed down, another shock comes to Cap when out of nowhere, Kitty Pryde playfully phases right through him and turns to address him. "And he might get a little help from some 'two young ladies." She tells the pleasantly surprised super soldier, with a chuckling Logan in the background.

A smiling Mary-Jane nods in agreement to Kitty's stunt. "She's right about that."

Though Madeline still looked uneasy with her daughter associating herself with Peter, Dr. Strange gives Mary-Jane a small smile as he looks at her. "Yes, as you've demonstrated before, Peter is lucky to have a good friend like you supporting him Mary-Jane."

Hearing the Doctor's words, Mary-Jane looks at him with a steadfast expression. "Well, Doc, to support him, I plan on doing allot more than standing on the sidelines."

With a sigh, the Doctor gives the determined red-head a nod. "Yes, I know."

Madeline couldn't help but stand completely confused by Mary-Jane and the Doctor's conversation. "Wait, what are you two talking about?"

Upon hearing her mother, Mary-Jane turns to face her while having an uneasy expression. "Actually Mom, there's something I need to talk to you about."

Before Mary-Jane can go any further, the Doctor places his hand on the young girl's shoulder and gets her attention. "But we will discuss this in private, instead of now." said the Sorcerer Supreme, then looks at Peter. "This will come to as a shock to Peter himself, and given tonight's current events, I say he's had enough surprises for one night."

Meanwhile, Peter himself gently grabs both of his aunt's hands and makes her face him. "Aunt May, I think it's safe to say that you don't have to worry about me doing this on my own."

Though still not thrilled about what just happened, May wipes her eyes upon witness that strong young man in which her nephew has become, and thus hugs him tightly. "You are now the only thing I have left in this world, Peter. So from here on out, you do what Captain America tells you, and you make damn sure you come to back to me alive. Understand?!"

"I will, Aunt May." replied Peter as he hugs his worrisome aunt back. "I promise."

_And that brings us up to date. Me be chosen to be some great savior and thus joining Captain America and a bunch of other hunted heroes in a war against a tyrannical president for the fate of the planet. Needless to say, my new role has given me some popularity…_

**NEW YORK: PRESENT DAY**

The now fully suited Spidey still stands on the railing of the Norman Osborn billboard, and to make matters worse, is still surrounded by Vulture and his two Guardsmen troops.

…_But mostly with armored goons led by winged psychos like this guy! _

At one point, One Guardsman hovers forward and points his open palm at the Web-Head to fire a repulser blast.

Luckily, Spidey is alerted of this attack by his spider-sense, and thus looks up at the right side, points his hand upward and shoots a web-line, with other end completely covering the Guardsman's entire hand, thus stopping his attack. But Spidey does not stop there, for as he jumps up, the Wall-Crawler pulls on his end of line and zips over to the Guardsman, kicking both of his feet outward and planting them on the Guardsman's chestplate.

While sticking onto the startled foot soldier, Spidey looks straight ahead to see both a shocked and agitated Vulture, and not wanting to give his winged enemy a chance to attack, he points his right hand forward and shoots a small web-ball from out of his wrist, which hits and covers the Vulture's eyes, blinding him instantly. Afterwards, the Web-Head bounces off of the first Guardsman, with legs strength so powerful it sends the armored enforcer downward and crashing into the billboard.

While over jumping the Vulture, who by this was still struggling to get the webbing off of his face, Spidey points his left hand downward and shoots another web-line, hitting the second Guardsman in his plate. He then zips towards the blinded Guardsman and ricochets off of his chestplate, sending the Guardsman crashing down into one of the rooftops below. As for Spidey himself, he ends up clinging onto the still blinded Vulture's back, taking him totally by surprise. The Web-Head then takes things one step further by taking both of his hands, shoots two web-lines out of his wrists with each end of the line hitting the back of the Vulture's wings, then tugs and pulls them to force the Vulture to flying in whichever direction he desired, as if he was 'commandeering' his flying foe.

As the Web-Head steered the Vuture throughout the great heights of the city, he looks straight ahead, and sees what appears to be a bright, glowing red orb hovering above a rooftop. Just as he was just a few feet away from it, Spidey jumps off of the Vulture's back, causing his blind adversary to fly straight through one of the building's window, and thus allowing the Web-Slinger to jump into the red orb, causing a bright white light to engulf not just Spidey himself, but the entire city as well.

Moments later, Spidey ends up in a large wooden room with Captain America and Daredevil were standing and waiting.

"_That is, of course, if they were real and not mystical illusions used to help train me." _

Upon seeing his two mentors there to meet him, Spidey stands straight up in a triumphant posture, trying to look confident in front of two 'big league' heroes. "So, how was that?"

Both Cap and Daredevil look at each other, but it is the stone faced Cap who responds. "Better…" said Cap in a stern, but pleased tone. "But, let's make things interesting."

Hearing this causes a worried Spidey to look at both Cap with a unsure expression. "Uh….like how?"

Daredevil smirks when he hears the Wall-Crawler's concerned tone. "Well, let's have ourselves a endurance round." Afterwards, the Man Without Fear turns to where he hears the breathing of Wong, who by now is standing over a mystical symbol. "Wong…"

After giving Daredevil a nod of acknowledgement, Wong concentrates, speaks in a Tibetan language and thus causes the symbol to glow brightly.

Upon this time, both Cap and Daredevil look at the dumbfounded Spidey, then step back away from him.

Before Spidey could ask what exactly was going on, Wong raises his arms, thus causing another blinding flash of light. Moments later, Spidey looks around and sees that he now appears to be in a prehistoric jungle.

As the Wall-Crawler looks around to try figure out exactly where he was and what to do, he feels both spider-sense tingle, causing the worried Spidey to turn and look over his shoulder, and causes his eyes grow wide with fear at what he saw.

It was that of a large stampede of velociraptors charging towards him at full force.

A sight that causes the fear-filled Spidey to say only this in a weak tone. "….mother….."


	29. Chapter 29

**DR. STRANGE'S CHINATOWN SANCTUM**

Things were now even livelier in Dr. Strange's Chinatown Sanctum. For the civilians that were saved from the Vault have now made themselves at home in the many guests rooms, turning this once place of solitude into that of a make-shift hotel. But, as well as serving as a place of sanctuary for the innocent people that were once held under the boot of President Osborn's 'hand-picked' Ultimates, it also served as a base of operations for the Resistance movement, which was now lead by Captain America, Daredevil, as well as other heroes that refused to register to Osborn's new law and thus becoming fugitives in 'his' America.

Elsewhere, in the lower parts of the Sanctum, a hallway containing many doors is filled with many brave men and woman who once were former prisoners, who were either former S.H.I.E.L.D. agents or people who served in the New York Police Department, the Fire Department, the Army etc., but were now in training to become the army of the Resistance movement. Inside the doors of the hallway were rooms in which created mystical illusions which helped the soldier's in training hone their combat skills.

For instance, inside one door, a group of twenty of the soldiers in training around up on a hill top of a dark, creepy surroundings, holding and aiming state in the art laser rifles, to which Cap and the heroes stole from a few Guardsmen squads while saving more people in the past couple of weeks, and firing at hordes of walking undead zombies, using them as target practice.

Observing this was that of S.H.I.E.L.D.'s superspy, the Black Widow, with her arms crossed and watching the trooper's target practice from afar on top of a higher hilltop. She could tell that they were hitting their targets well, but deep down she knew full well that if they were to last at least five minutes against Osborn's forces, they needed to be better. A fact in which gives her a troubled look.

The Widow was not alone in feeling this way. For watching the shooting session with her was the Falcon, with his wings converted back into his backpack, and like the Widow, looks on at the troopers' marksmanship skill with concern, but doesn't seem to be as negative. "Well, zombies maybe a little much for me, but it's nice to see the Troopers skill improving."

"I suppose." Widow replied, sounding less than enthusiastic, then looks Falcon with a stern expression. "But you know as well as I do that they won't last long against something like Osborn's army at this rate." After speaking this, Widow looks on at the firing troopers with a worried look. "I don't know what battle plan Cap and Fury got cooked up, but better be a damn good one."

Though Falcon shakes his head at Widow's less than positive remark, he looks back down at the troopers in training and lets out a discouraged sigh as he thought this to himself. _"That makes two of us…" _

Meanwhile, inside a small area with two chairs and a small table, both teenage members of the X-Men, Iceman and Kitty Pryde, both sitting in chairs completely exhausted after an intense training session under Logan, which was almost as grueling as the training sessions inside the aptly named 'Danger Room' from their old home and headquarters, the Xavier Institute for Higher Learning.

As a way to help him relax, Iceman reverts to his human form, becoming the cocky but lovable Bobby Drake. "Man…" said Bobby as he slumps into the chair, in exhaustion. "I'm starting to think that Logan actually enjoys torturing us with his 'combat lessons.'"

Upon hearing one of Bobby's many complaints about Logan's fierce training, Kitty lets out an exasperated sigh before turning to address her fellow teammate. "Bobby, you know this is how Logan has always trained us." said Kitty, trying her hardest to be encouraging, despite feeling annoyed by Bobby's cynical nature. And besides, you know his motto: 'I'm don't take it easy on you rookies…"

"…because your enemy won't.' Yeah, I know." Bobby finished, sounding equally annoyed, but later looks somewhat worried as he turns to Kitty. "Still, don't you think that this is a little overkill? Like something's bothering him and he's letting it affect his teaching?"

Kitty could understand Bobby's concern, and with a frown, she briefly looks at the ceiling as she feels she could understand her mentor's methods. "Well, considering that were now fighting a war for the entire planet, let alone the country, could you really blame him?"

Seeing the truth in Kitty's words, a discouraged Bobby sighs as he looks at the floor. "No, I...can't say that I can."

Feeling that things are getting too dark, especially when it's a time to relax, Kitty decides to change the subject by reminiscing over more pleasant memories. "Well, if it makes you feel any better, I miss the times when training wasn't so intense either." said Kitty in a more pleasant tone, getting Bobby's attention, and thus allows a smile to come across her face as she delves deeper into her memories of happier times in the Xavier School. "And by that I mean the times when we learned what other kids learned, and not just how to take down giant robots and monster. I mean, from Storm's math lessons, Beast's science tests, even the super hard pop quizzes in the Professor's…" Suddenly, upon remembering the X-Men's founder and leader, Professor Charles Xavier, she suddenly feels the heart wrenching pain of her last memory of him, and almost breaks down, barely stopping herself from doing so.

Bobby is alerted when he sees Kitty's sadness, and soon turns to her with a worried face. "Kitty…?"

Kitty herself holds up her hand to stop Bobby, knowing that he meant well, but want to prove to him, as well as herself, that she was strong enough to keep her emotions in check for the sake of her team. As such, he she takes a deep breath to regain control of herself before answering. "It's fine, Bobby." she told him in a calm manner, but with her eyes beginning to water. "I'm…I'm fine."

Feeling responsible for bringing up the horrible memory of what happened to Professor, as well as the rest of the team, Bobby decides to comfort his teammate, as well as the cutest girl he knows, to make up for reopening old wounds. "Kitty…we will Osborn pay for what he did." He tells her, putting his hand on her shoulder. "And besides, the Professor has always found ways to get out of trouble, I'm sure he's fine. And we will get him back."

After taking a moment to wipe the water from her eyes, Kitty gives Bobby a small smile upon putting her hand over his. "Thanks Bobby." she tells him, but decides to put off a playful nature so she wouldn't worry him any further. "You are pretty cool when you're not whining about Logan's workouts."

"Hey, I'm always cool." replied a smirk Bobby, pulling his hand back and glad that Kitty was back to her old self. "I'm the 'Iceman', remember? And for the record, you choose some CRAZY people to be mentors."

After giggling a moment, Kitty pauses upon hearing the word 'choose', and at that moment, is reminded of a certain 'Chosen Hero' who is in the middle of being trained too. "Oh man, Peter!" she said reminded, and also concerned. "I wonder how he's doing. I mean, things can't be going any easier for him."

At this point, Bobby looks disappointed up hearing Kitty's concern for the Web-Head, and thus slumps back into his chair, not looking pleased. "Oh, I'm sure 'Mr. Savior' is doing fine." Bobby replied with a less than enthusiastic tone, which earns him a slight glare a Kitty. "I mean, where as we spent the last two years controlling our powers and becoming the best at kicking evil butt, Bug-boy's only had…what, a couple of weeks, tops? And because he's the all might 'Ultimate Hero', he's got Captain America and Daredevil, hence the coolest people in the world, giving him tips, But I'm sure they're starting him off in baby steps."

Little did the two X-Men know, walking down the hall was an unmasked Peter himself, with his costume all torn as a result of trying to escape from a pack of hungry raptors. And once more, looks annoyed when he heard what Bobby was say about him, and thus decides to approach him from behind. "If by baby steps, you mean dinosaurs brought to life by magic and trying to have me for dinner, then yeah, you're pretty spot on there, Frosty."

Kitty is alerted when she heard Peter's voice, and as she turned to look at him, she is surprised to see in him in his ravaged appearance. "Oh man!" she said stunned, as well as concerned whether or not he was seriously injured. "Peter, are you hurt?"

"No, I'm sore, but for the most part, I'm fine." Peter replied as he slowly walked over to a nearby chair and groan as he slowly sat his aching body in it. "Man, I know that illusions should seem real, but not real enough to try and claw and try to almost kill me."

Bobby rolls his eyes on hearing Peter's complaint, and thus turns to Kitty with a skeptic look. "And you said I was whining?"

"Bobby!" whispered an annoyed Kitty, then turn her attention to the exhausted Peter in an attempt to get his spirits up. "Well, I'm sure Cap wasn't going to let die, Pete. But what did he say of your progress so far?"

"Well, he said that I did allot better, but I should trust my instincts allot more." Peter replied then looks down at one of the many claw marks on his costume. "Sad thing is I can't say I disagree with him."

Though completely aghast at all the scars, Kitty still tries to remain optimistic for Peter's sake. "Yeah well, if Cap says you're getting better that has to account for something." Before continuing, she later looks at Bobby for support, and gives him a stern look to insure that he does. "Right, Bobby?"

Seeing this look coming from Kitty always intimidated Bobby, and thus forces him to give this answer. "Uh, yeah, yeah sure! I mean, it shows progress…I guess. "

Peter knew that Kitty was behind Bobby's sudden show of support, but nonetheless gives the young X-Man a small smile. "Thanks…." he then turns to Kitty, his smile still intact. "…I appreciate that, really."

Kitty smiles back at Peter, happy to know that she helped raise his spirits a little, even a little bit. And the more she looked at him, she felt her heart pound a little faster and harder.

As for Bobby, he only glares at Peter behind his back, for he always had been annoyed when he caught Kitty attention.

Suddenly, through the corner of his eye, Peter notices a female with red hair in the distance. Thinking and hoping that it was Mary-Jane he sits up to see if he can get a clearer look, but to his disappointment, it was an older red-headed woman carrying a laser rifle, walking with two more men after completing their target practice under Black Widow and the Falcon. With a frown, Peter slowly sits his aching body back down in the chair.

This does, however, catch the attention of both a concerned Kitty, as well as a confused Bobby, who is the first to say this to Peter. "Looking for someone, Bug boy?"

Peter is alerted by Bobby's blunt remark, and thus turns to address him. "Oh, uh…I just thought I saw MJ for a second."

Hearing Peter's answer causes Kitty to feel somewhat disappointed herself. "The redhead?"

"Yeah…" Peter replied to the X-girl. "So, I guess she's still in the middle of her own training herself. Though I do hope she's doing allot better than me."

Elsewhere in the Sanctum and inside a round wooden room with numerous scrolls and other mystic relics, Mary-Jane herself is dressed in an orange gi, her eyes closed sitting on her knees inside a small circle and being watched by both Wong and Clea.

After taking a deep breath, Mary-Jane holds her arms out, and begins to concentrate and focus all of her energy into her hands. Suddenly, a small spark appears between her hands, and as the young redhead concentrates harder, the sparks continue until finally, a small ball of fire appears. As she opens her eyes, a surprised Mary-Jane smiles as she sees what she just created. "Oh…oh my god!"

Upon seeing the young girl create the fireball, Clea, along with Wong, smile at the young girl after what she accomplished. And it is Clea herself who decides to address the still surprised Mary-Jane. "Oh, that is just the beginning."

Back in the hallway, as Peter sits back in the chair, disappointed in not seeing Mary-Jane, Kitty, while trying her hardest not to show her depression of Peter's longing to see his redheaded friend, feels it in her heart to say this to at least show that she respects his feelings. "Well, she sure is lucky to have a boyfriend like you."

Hearing this, Peter's eyes grow wide with shock that Kitty would make that assumption. "Huh?! Oh, no! No! She's, uh….she's not my girlfriend."

This reply surprised both Kitty and Bobby, who look at Peter with disbelief. "She's not?!" They both exclaimed in unison, with Bobby seeming distressed but with Kitty sounding more hopeful.

Suddenly, this friendly conversation between the three super-powered teens is cut short when Logan steps up with his hands on his hips. "Pryde! Drake!" he barked. "Break time's over! Back in the training room, now!"

As both Kitty and Drake groaned, feeling that their moment of rest was to brief, they nonetheless sat up and began to follow Logan to one of the rooms, knowing that arguing with him would be futile at this point.

Before leaving, Kitty turns back to Peter, this time with a more pleasant and perky attitude, thanks to what he just said earlier. "Well, Pete, I'll guess we'll see you around?" asked the X-Girl, this time with an even bigger smile.

"Yeah, sure." Peter replied in a friendlier tone, returning Kitty's smile. Afterwards, he points to the biggest of the claw marks on his chest and says this in an effort to be funny hopefully reduce the stress of the training that lies ahead. "But I hope seeing me like this has inspired you guys to do a better job than at avoiding things that are…you know, trying to kill you."

While Kitty giggled, a less than pleased Bobby turns back to Peter to tell him this. "Trust me, we can definitely manage that." said the young X-Man, then looks forward and follows Logan to the door, and feeling frustrated that since Peter and Mary-Jane are not together, it'll mess up his chances with getting some 'quality time' with Kitty.

As for Kitty herself, she rolls her eyes at Bobby after he said that remark, and turns her attention back to Peter. "Don't worry about, Bobby, he likes to play the 'tough guy' act." she told Peter in assurance. "Anyway, see you Pete."

Though appearing to be slightly confused at what just transpired, Peter nonetheless holds his hand up to Kitty and appreciates her friendly attitude. "Yeah, see you Kitty."

After waving back, Kitty turns and quickly runs over to catch up with Bobby and Logan to resume her training. But, while Bobby and Peter were not looking, she allow joy consume at Peter not being in a relationship with Mary-Jane, and smiled as she gleefully thought this to herself. _"…YES!" _


	30. Chapter 30

**TRISKELION**

Inside what appears to be a small control center, both Dr. Otto Octavius and the Vulture, the actual person, are looking through a large window and down into the wide metal room below.

And what they see are three giant, silver plated humanoid robots surrounding an armored man whose design resembles that of Iron Man, but has the patriotic color scheme of Red, White and Blue.

Finally, after two minutes of waiting, one of the robots charges up behind the armored man with its right fist cocked back, with the intent to knock its target's head clean off his body.

Luckily for the armored man, however, he hears, and feels the robot's footsteps, thus prompting him to spin around, hold his right arm out and fire a repulser blast, hitting the robot in the head, blasting it off of his large shoulders and causing it to explode.

Afterwards, another robot tries to armored man from behind. But luckily, the armored man anticipates this, spins around and fires another blast from out of his left hand and makes a direct hit in the robot's face, decapitating it and causing it to explode. Through the corner of his eye, the armored man notices the final robot charging towards him, and thus powers on his jet boots and flies up in the air, causing the robot to stumble and fall hard on the floor.

However, the robot is quick to recover, thus spins around and looks up at the now hovering armored man, then has two small rocket launchers and fires two missiles at its airborne target.

Fortunately for the armored man, he holds up two of his hands and fires two blast at the missiles causing them to explode, using the smoke for cover and causing the robot to look around and have trouble getting a lock on him. Finally, the armored man capitalized on this spreading his arms out, thus allowing the star symbol on his chest plate to glow, and fire a powerful beam from out of his chest, through the smoke, and makes its mark on the robot, which covers its entire upper-body and explodes on impact.

But even after destroying the three giant sized robots, the armored man knows that he is not out of the woods yet. For he just then heard the sound of hatches opening and as he looks straight ahead, he sees three flying drones, each with a manta ray like design come flying in towards him with lasers firing.

The hovering armored man sees this coming, and thus presses a button on his right gauntlet, which activates an energy based shield around his body and thus protects him from the blasts coming his way.

Once their blasts were deflect, not to mention seeing that they were about to crash into the armored man's force field, two of the flying robots turn opposite sides in an effort to turn around and attack again. Unfortunately for one robot flying in the middle, it was too light in trying to pull up, for it ends up hitting the armor man's force field and explodes upon contact.

After waiting for the smoke to clear, the armored man sees the two remaining flying bots circle around and try to attack again. Fortunately for him though, his helmet has a built-in nero-network which allows him to control his armor's weapons though simple thought. As such, he mentally commands the targeting system in helmet to lock on the last two robots. Afterwards, he holds up both fists, and two small compartments instantly pop open in his gauntlets, and reveals two missiles. With his targets square in his sights, the armored man fires the missiles and successfully hits the two robots, utterly destroying them.

With his targets now taken care of, the armored man mentally closes the compartments, then activates the intercom system in his helmet to communicate with Otto and Vulture in the box above the room. "Armor handles like a dream, boys."

Otto could only let out a smirk upon hearing this. "Well of course, they are MY modifications."

The Vulture, however, does not take kindly to Otto's words and thus gives him a very dirty look. "As well as MINE." He told him with bitterness in his voice.

After returning the Vulture's look of discontent, he turns his attention back to the armored man, whom he knows is someone who he has to stay on his good side, at least for now. "But regardless, I'm afraid were still missing one thing to make your new guise complete, sir. A name."

"Already thought that." replied the armored man as he begins to hover slowly to the floor. "The Iron Patriot."

Otto, like Vulture, stands somewhat surprised at the armored man's choice for a name, but nonetheless decides to speak in favor of it to remain among his 'favorite comrades'. "That…is an interesting choice, sir, especially considering your color scheme."

"Oh, it's much more than that, Otto." replied the armored man now known as the Iron Patriot as he lands safely on his feet. "For this armor now represents the two heroes who originally were supposed to lead the Ultimates into paving the way for a newer and better world, but instead chose to play for the wrong side! And now, that task has fallen on to me!"

Suddenly, two metal doors slide open and in comes a tall, beautiful woman with long black hair with pink bangs, wearing glasses and a female business suit. "Sir, the press has just arrived and waiting outside."

"Excellent." Replied the Iron Patriot, sounding pleased, then reactivates the intercom in helmet to talk with Otto up above. "Otto…assemble the teams."

**DOCTOR STRANGE'S SANCTUM**

Inside the living quarters of the Doctor's Chinatown Sanctum, the still exhausted Peter Parker, this time dressed in jeans tennis shoes and a grey hoodie shirt. Normally, this would not be his preferred 'style' of clothing, but they were handed to him by former S.H.I.E.L.D. agents after one of the missions in retrieving food and other supplies for rescued civilians, and risked their lives in the process, therefore he felt that he had no room what so ever to complain. He also is sitting on a chair and holding the Amulet of Watoomb, which was still attached to his necklace but holds up to his face, starring at it deep and hard as he wondered of all people that it could've picked, why him? Though Peter would take this responsibility as promised, the reluctant teen still wished that it feel into the hands people like Daredevil or Cap, instead of a 'kid from Queens' who always had the worst luck imaginable.

As he continues to stare the amulet in deep thought, Peter is about to have another surprise come his way. It was that of Mary-Jane, still wearing her gi, minus her jacket and now donning a black top, clearly tired from her training and is to have found Peter, to whom she was looking for all this time. Upon seeing that he looks troubled, she felt it was time to revert to, as she called it, 'best friend mode', and thus walks over to talk to him. "Why so glum, tiger?"

Peter is both surprised and enlightened when he hears MJ's voice, and thus turns and sees the red head come and sit next to him. "MJ!" he said with a bright smile, then looks back at the Amulet as he goes to explain himself. "Oh, well, I'm just wondering out all the heroes this thing could've picked to be the 'Great Savior' or whatever, it had to pick a screw-up whose only had spider-powers for only a few weeks."

"Well, as someone whose spent some time in the spirit world, I can tell you why Moondragon, as well as the other spirits picked you, Pete. And it's something I've seen in you ever sense we were kids." To prove her point, Mary-Jane slowly leans in, and uses his right index finger and gently places on the center of Peter's chest, where his heart is located. "…this right here."

As much as he appreciated her kind gesture, Peter appeared to be even more depressed as he gently took her hand off of his chest. "Yeah, but MJ, I'm the one who practically put you in that spirit world to begin with, remember?"

Mary-Jane takes a moment to roll her eyes and let out an uncomfortable scoff after hearing Peter reference to her getting shot. "Jeez, like I can ever forget." she said sounding less than thrilled, then turned her attention back to Peter with still gentle, but more stern expression. "But Peter, like I've been telling you for the past nine hundred times, it was that guy who pulled out the gun and shot me, not you! Besides, I made the call to take the bullet okay. Both of which prove that they weren't your fault." She then notices the Amulet in Peter's hand, and this inspires her to change the subject as she wraps both of her hands around Peter's while he still holds on to the Amulet. "And as far as you being the one to hold this and stop save us all…that doesn't mean you have to do it alone. You have people here that not only believe in you, but are also there for you." She looks deep into Peter's hazel eyes as she tells him this. "Especially me."

As Peter felt the warmth of Mary-Jane's touch, and sees the genuine kindness in her eyes, something he always saw in her even when they were kids, allows a large smile to appear on his face, as well as feeling the doubt and insecurity disappear while having her company. "Thanks MJ. It's…nice to have a fan."

After giving him a returning, smirk, Mary-Jane then looks back to see his wardrobe, and thus decides to resort to her more playful nature to keep Peter's sprits up. "Yeah, well, I'm hoping I can be a fan that can help you dress next time."

Peter looks down at his wardrobe, and despite feeling a little embarrassed, chuckles a bit to maintain the nice comforting atmosphere. "Yeah, well, that's the S.H.I.E.L.D. agents call, not mine." he told MJ truthfully, then in an effort to be funny, takes the hood and pulls it over his head. "Besides, I hear girls like the 'brooding loner' bit."

Mary-Jane lets out a playful scoff as she reaches over and grab's Peter's hood. "Well, take it from a girl, Parker, it doesn't suit you." She tells him as she pulls his hood down.

Peter chuckles at MJ's comment, and at long last feels his spirits brightening up. He then gets a brief glance at her upper-body and takes a moment to admire her feminine figure. Afterwards, a blusing Peter soon realizes what he's doing, thus shakes his head and desperately tries to think of something to say to keep the conversation going. "Yeah well, since were on that subject, I never thought you'd be doing the 'kung-fu fade."

Mary-Jane looks down at her black top and gi pants to, and thus smirks at Peter as she responds. Well, like YOUR wardrobe, this wasn't my choice either. Both Dr. Strange and Clea said it was part of my training."

"Oh, that's right!" said a reminded Peter. "You're learning how to control your new powers. Well, how's that working out for you?"

"Pretty good so far." Mary-Jane replied, then leans in closer to and cups her hands together as if to show Peter something. "In fact, check this out." Now having Peter's attention, Mary-Jane focuses her will power into her hands, and thus creates a small fireball.

As for Peter himself, he looks on at this with wide open eyes at what he just saw his childhood friend do. "Wow…!"

"Yeah, and this is nothing." said Mary-Jane as she makes the fireball disappear. "I can do allot more than that."

Peter couldn't believe how much Mary-Jane had improved over a short time. So much, he feels he's progressed more than he did in his own training exercises. "Well, sounds to me like you're on your way to become the next Human Torch, huh?"

"Well, I'm not trying to, but yeah, I'm fairly close." said Mary-Jane with a small smile. "But once this is all over, I'm hoping to go back to being a normal teen again…" as she continues, the girl's once encouraging smile soon turns into a sad frown. "But even that might be impossible."

Peter sees Mary-Jane's sulk in sadness and lets out a sigh as he looks down at the floor. "I know the feeling." said the young man. "I mean, I for one found out that being bitten by a genetic altering spider pretty much kills every chance at being normal."

A saddened Mary-Jane is still looking long and hard at her hands before she answers Peter. "Yeah, but in my case, there's more to it than that."

Hearing this, Peter soon turns to Mary-Jane with a concerned look. "What do you mean?"

"Well, while we were meditating, Clea noticed something inside me. Something that there the day I was born, and laid dormant my blood, and was brought out more quickly when Moondragon teleported out and back into this plain." As Mary-Jane continued to explain, she found it hard to continue, knowing that her situation was practically common, and worse, many people hated it. But nonetheless, she digs down deep within herself to go on. "She, she told me that it would be recognized as something genetic, so after the training, she told me to see Dr. McCoy, and he recognized it as the same gene he and the rest of the X-Men had that made them do the things that they do. That being the…"

"…The Mutant Gene." Peter cut in with a surprised look on his face. "W-Which would mean that you're…"

"A mutant, yes!" Mary-Jane snapped, then buries her face in her hands. "I…I'm sorry, It's just that…this is still hitting me and Mom pretty hard."

At this point, Peter knew that it was his turn to be the caring friend, and thus quickly wrapped his arm around MJ's shoulder and held her close to comfort her. "Hey, hey, it's fine." he tells her gently. "Hey, you're talking to a guy who can stick to walls remember? I kissed being normal a long time ago. And hey, like me, you're getting help on how to control it, which is a big plus."

"Yeah, but…" at this point, tears began to roll down Mary-Jane's cheeks, no longer being able to keep her strong reserve, and thus puts her head on Peter's shoulder. "But I'm still going to have these powers. I'm still going to be hated and treated like dirt for being different! I mean, I've always believed, and still believed that mutants are people too. And always stood up for them when I could, but now that I'm one too, I…I don't know what to think anymore."

Though he was still struggling with this sudden role reversal of being the one who needed the comforting, Peter nonetheless remained strong to return the kindness that MJ showed him by telling her what he had recently learned. "Well, since I started training with Cap and the X-Men, here's what they told me when I started struggling with my powers." he tells Mary-Jane gently. "One, given the situation were all in, I think 'hating on mutants' is the last thing on everybody's mind. Well…smart people, anyway. And two…" to tell her this, Peter felt that she had to look at Mary-Jane face to face. As such, he takes both hands, grabs both of the red head's shoulders and gently turns her around to face him, and continues as he looks into her still watery eyes. "…You're still, Mary-Jane Watson! The smartest, prettiest, most caring girl I know! Nothing will ever take that from you! What this means is…by learning how to control them, your showing how responsible you are and becoming stronger as a result. And thus, people will see that, and in the process, will have more respect for you in the process. Bottom line, you maybe a little different now, but you're still you, MJ! And if anybody has a problem with that, they'll have me to deal with!"

At this point, Mary-Jane was in somewhat awe on how not only nurturing but how strong Peter had now become. Of all the years she's known him it was definitely a welcome change, especially for it to help Peter get out of his emotional shell that he had hid under for years. Afterwards, she wipes the tears from her eyes, and the thus the beautiful smile she's known for returns. "Thanks, Pete." she told him, looking hard into his hazel eyes. "For a goofball…you're pretty smart sometimes."

"Yeah, well, during these past couple of weeks, I've learned to let that side of me show every now and again." said Peter jokingly. "Heck even Harry once told me that…" Suddenly, Peter's eyes grow wide with shocked at what he just said. He finally got Mary-Jane's hopes up and may have just ruined it by mentioning the name of her boyfriend, who just so happens to be the son of the enemy. _"Nice going, Parker!" _Peter thought angrily to himself, then said this to Mary-Jane who he assumed has gone back to feeling destroyed. "Oh, I…I'm sorry! You…you must really miss him, huh?"

Surprisingly, though Mary-Jane is somewhat saddened, she doesn't seem to be that much distraught about it. "I do, but…not in the same way that you may think."

"What do you mean?" asked a slightly confused Peter.

"Well, after his dad won the election…" Mary-Jane explained. "I broke up with him two days later."

Needless to say, this news comes as a huge shock to Peter, who at this point could only say these two words. "Huh?! Why?!"

"Well, it's just...oh man, how do I put this?" At this point, Mary-Jane was about to confess something that she long kept to herself for a long time, and thus needed a few moments to think on how to best explain it. "Well, I guess you could say that him being 'The First Son' would be somewhat demanding, with him being in Washington and me being her in New York, a long distance relationship in that regard would never really work, in reality, there's allot more to it than that. I mean, don't get me wrong, I do love, Harry…but at that point I realized, it was the love I had for a brother." As she continued, Mary-Jane slowly began to blush as she came to this point. "Besides, there's…there's someone else that I'm in love with."

For Peter, this news was more surprising than hearing that MJ broke up with his best friend, but nonetheless listened in. "Really?"

"Yeah, in fact, it was someone that, quite frankly, I've ALWAYS loved." Mary-Jane explained, with her cheeks turning more red as she went on. "And yet all this time, I tried to convince myself that was just puppy love and tried to move on, but it just never went away."

At this point, Peter seemed very interested, and somewhat hopeful, as he heard Mary-Jane's statement. All which compelled him to ask this. "Really? Well, what could you tell me more about this guy?"

Upon being asked this, Mary-Jane could feel her heart pound hard in her chest as she goes to explain. "Well, for starters, he's sweet, funny, very intelligent, and can be a really good friend when he needs to be."

Upon hearing this description, Peter looks somewhat disappointed upon hearing the characteristics of this guy. "Oh, well, I sure like to meet him. And hey, if he's into science, I guess he and I can…"

Suddenly, Peter is silenced when Mary-Jane, smiling on how oblivious to whom she really meant, puts two fingers over Peter's lips. Afterwards, she later moves her fingers away from his mouth, and rests her entire hand on his right cheek.

At this point, Peter was now more shocked as ever as he felt MJ's warm touch on his face. And now blushing and heart pounding, he goes to ask her this. "W-wait MJ…you mean that…"

A smiling MJ answers with a nod, then upon placing both hands on Peter's face, she slowly moves leans in closer two him. At this point, it appeared that both Peter and Mary-Jane waited for this moment, and as if thinking as one, both their eyes slowly close as their lips were soon inches away from touching…

…But before they could make contact, the moment his stopped a very annoyed and somewhat envious Kitty Pryde is seen phasing her upper body through the wall, and lets out a loud cough which takes both Peter and Mary-Jane totally by surprise. "Sorry for the interruption." she told both teens in a none sincere tone, which earns her an annoyed glare from Mary-Jane. "…But were all needed in the Main Hall.

As both Mary-Jane and Kitty continued to glare at one another, Peter goes from startled to concerned upon hearing Kitty's comment. "Really? What for?"

After hearing Peter's question, Kitty takes her eyes off of Mary-Jane and gives Peter a look of dread with what she had to say next. "There's an announcement of a two more Ultimates' teams."


	31. Chapter 31

**DR. STRANGE'S SANCTUM: MAIN HALL**

All of the guests residing inside Dr. Strange's Chinatown residence, from rescued civilians to the valiant costumed heroes, have all gathered and practically cluttered the Main Hall, and standing right in front of a large, TV like screen that was being installed by two male S.H.I.E.L.D. agents, all to view the news conference two new teams of 'Ultimates'.

While the agents are setting up the screen, Peter, Mary-Jane and Kitty finally arrive in the hall, with both Peter and Mary-Jane looking confused, as well as surprised at the news, not to mention amazed of what a turn out this announcement had cause.

One of those gathered was that of May Parker, who spots Peter and immediately makes her way through the people to get to her nephew. "Peter!" she called out, thus causing Peter himself to turn and see her coming his way. After pushing one male civilian out of the way, she wastes no time in hugging Peter tightly. "Where have you been kiddo?" she asked him her usual stern tone, then pulled away so she can address him. "You know full well how I worry about you in those little training exercises, even if Captain America is supervising you!"

"Sorry, Aunt May, I've just been doing allot of thinking about my, well, 'role' in all of this." Peter replied, momentarily holding up the Amulet, but then looks through the corner of his eye to see Mary-Jane, who by now is greeting her mother, causing him to smile a bit. "But then I was reminded that I don't have to do this alone." After giving that answer, Peter looks back to his aunt to address her. "But yeah, Kitty told me about some announcement the Ultimates were making, you know anything else about that?"

"No." May replied, shaking her head. "All know is its causing everyone to go insane, as if things weren't bad enough already."

Hearing his causing Peter to let out a sigh as he silently agrees with May. _"Yeah, allot of that going around." _

Finally, after five minutes of assembling and working wires, the agents finally activate the screen, which finally shows the Triskelion with a huge crowd of reporters, and the Iron Patriot and his two teams of meta-humans on a podium, with the Iron Patriot himself standing in front.

After getting the screen operational, one of the agents, a Porto-Rican man in his late twenties, turn and shout this out. "Sir, screens operational."

Upon hearing this news, Captain America himself, who was accompanied by Nick Fury, Black Widow and Daredevil, holds up his hands to get everyone's attention. "All right everyone! Quiet please!"

After hearing Cap's voice, the talking among the people in the Grand Hall ceased, and they all look at the screen to watch the press conference take place to see what new threat that they must soon come across.

**TRISKELION**

In front of numerous reporters, as television and snapping cameras, the Iron Patriot takes the stage, with his newly assembled teammates behind him. "Ladies and gentlemen." The Iron Patriot started off. "As we step into a brand new America, we also step into a new age of heroes. An age in which Captain America,, the Fantastic Four and other outlaw heroes were supposed to lead, but unfortunately chose to oppose the Superhuman Registration Act, thus breaking YOUR trust as well as the law. They may think they're being self-appointed public avengers and trying to fight for you, but instead they're making things far more difficult than they need to be. And while it is unfortunate they've now turned themselves into criminals, this also has the formation two newer, stronger teams that shall lead this new heroic age." As he continues, the Iron Patriot turns to the left side and holds up his arm to direct the crowd of reporters to that direction. "The first is that of the Superior Six, which will help watch over the city through the resources of the Baxter Building. And the members to do such a task will be…"

DOCTOR OCTOPUS: (the leader of the team, he stands before the crowd with a sleeker black and red jumpsuit, standing in a proud and confident posture, something standard for 'heroes', but his tentacles still makes the reporters present quite uncomfortable.)

VULTURE: (the elderly and bitter second in command, who sports a brand new green armor with a green , bird headed shaped helmet that has two wires connected to a harness that generates a magnetic field that holds very long blades and makes them form metallic wings.)

MYSTERIO: (a mysterious man who is dressed in a green jumpsuit, wears a purple cape, and hiding his face behind a large, dome helmet.)

SANDMAN: (appearing to be just an average man with brown hair and in his mid-thirties, and dressed in a green striped shirt and tan khaki pants, but with a smug smile, shows off to the cameras by turning his right arm into a giant, sand-based mace.)

ELECTRO: (a bald headed man whose skin appears to be bright blue skin and dressed in a black hooded jacket pants and boots, with his eyes sparking with electricity.)

And THE SCORPION: (a masked man clad in heavily armored suit with a giant, moving tail with a bladed tip and on a chest plate resembling that of an arc reactor)

After the introduction of the Superior Six, the Iron Patriot then holds up his right arm to direct the crowd's attention to the next team. "And also assembled to help us bring the renegade heroes to justice are the New Ultimates…"

MOONSTONE: (the team's second in command a masked, blonde haired woman clad in golden armor, striking a confident post and smirking in front of the flashy cameras)

JACK OF HEARTS: (standing proud in his playing card theme uniform, though siliently hiding the shame of being defeated by Cap and his teammates a couple of weeks ago)

THUNDERSTRIKE: (a bearded man with his long blond hair in a ponytail, wearing clothing that resembles that of Viking armor, but with a sleeveless jack and holding a Norse style mace in his right hand)

GOLIATH: (a muscular man who appears to be ten feet tall, wearing a blue and yellow jumpsuit and futuristic type helmet)

SPEED DEMON: (a masked man with wearing yellow ray-bands, and sporting a red and blue jumpsuit with a lightening streak designed belt.)

THE BEETLE: (a man wearing a purple and green suit of armor with a beetle type design)

And WARSTAR: (a monstrous green plated robotic behemoth composed of two robots. The first being that of the giant bot named C'CIL, and the other being the small bot named B'NEE, who rides on its partner's back)

After introducing the second team, the Iron Patriot turns back to the audience of reporters. "And I will personally make sure that they live up to their potential as this city's protectors by serving as they're leader. And the changes do not stop there…"

Suddenly, a large, dark shadow comes out of nowhere and casts over everyone present on the island, causing the reporters to look up and be completely shocked at what they saw.

Turns out, it was that of a large aircraft, almost like that of a battleship design, and hovering in the air thanks to jet engines built into the side. And what was just as surprising of all, on the tip of the ship was that of a symbol of a hand holding hammer. As if that wasn't a big enough surprise, the ship soon deploys many armored men who come zooming out through the ship's opening hatch. The armored men appeared to look like that of the Guardsmen, but their color scheme is now green and black, and also appear to have almost futuristic sledgehammers slung over their shoulders.

"Ladies and gentlemen of the press," the Iron Patriot continued, speaking loud enough to regain the reporters' attention. "I give the phoenix that has risen from the ashes of the failure known as S.H.I.E.L.D. The army in which will help the New Ultimates, the Superior Six, as well as other registered meta-human team in this country. I give you…H.A.M.M.E.R.! All in which is given to you by a president who wishes not only end this conflict quickly…" At that moment, the Iron Patriot puts his hands on both sides of his helmet, and proceeds to pull it off to show his face…

**DR. STRANGE'S SANCTUM **

Back in the main hall, all those watching the press conference all bare witness to the Iron Patriot's unmasking, and all stand in complete utter shock upon seeing who was behind the helmet.

While no one spoke, everyone thought the same thing. One of whom is that of Cap, who in all his years of fighting villains and monsters, has never seen anything outlandish as this. "_You have…" _

Also standing in complete disbelief was that of May Parker. _"…got to be…" _

Logan also sees this, and while surprised, he appears to be angered at the same time_. "….freakin'…" _

And finally, the Ultimate Hero himself, Peter, looks on at this unveiling with his eyes wide open with shock and horror. _"…kidding me!" _

**TRISKELION**

Back at the newspapers, the reporters were just as bewildered as Peter and the rest of the rescued citizens back in Dr. Strange's Sancum, in that they, as well as views around the world, saw that the Iron Patriot was none other…then President Norman Osborn himself. _"_But one who will join in the fight as well!

AUTHOR'S NOTE: Just wanted to say thanks to my friend, TheSempa, for his design for the Scorpion! It rocks!


	32. Chapter 32

**TRISKELION**

With the entire nation in complete awe, from the reporters present at the press conference, to the millions of viewers watching in their homes, the revelation of the Iron Patriot, the leader of the New Ultimates, being none other then President Norman Osborn is almost too much for everyone to take. And seeing that he has everyone's attention, a confident Norman continues addressing the reporters, as well as the nation, with people watching the televised event. "Now, I do admit, this act is somewhat daring on my part. But I felt I was forced to do this when the previous appointed leader of the Ultimates, Ezekiel Stane, did not fulfill his duties in capturing Steve Rogers, aka Captain America, the source of our current renegade heroes problem, and since been 'relieved' of his duties. Plus, it's like the old saying: 'If you want something done right, you have to do it yourself."

As all of the news reporters stood in a hushed silence, one reporter, a brunette woman in her late twenties, early thirties, raises her hand to get Norman's attention. "Um, excuse me, Mr. President!"

Norman notices the female reporter waving her hand, and maintaining his superior posture, he addresses her. "Yes, Ms…?"

"Betty Brant of the Daily Bugle." She replied. "Sir, if you're taking part in this hunt for Captain America's forces, who will handle the duties of running the country?"

Though normally, Norman would take such an answer as an insult and would have Betty arrested, he nonetheless gave her a confident smile and decides to answer her, knowing that he cannot afford to waste any time and energy on such a 'mere annoyance' as nosey reporters. "Fear not, Ms. Brant, though I will resolve this matter with Steve Rogers and his accomplices as the Iron Patriot, I have not forgotten my duties and responsibilities as this nation's president. Therefore, for the sake of the American People, I will always find time to deal with matters concerning our country's well-being." At one point, Norman changes his smile to that of a stern and saddened frown as he continues. "Which brings me to one other action I've recently taken, one in which I'm not proud of, but I did so in hopes to ending this matter with unregistered heroes quickly."

Now seeing that he has the reporters attention, Norman takes the moment to relish that he has the people wrapped around his pinky finger before making this announcement. "As of now, I am shutting down the national boarders, and terminating all air flights and boat docks leading out and into the country in an attempt to prevent all unregistered heroes from leaving the U.S." Norman then sees the reporters are now beyond shocked, and as they talked among themselves, Norman holds up his hands to gain their attention. "Or…!" he said loudly, and upon regaining their attention, he continues. "…at the very least, until we have Rogers and his men in custody." At one point, the armored president spots one of the many news camera, and looks straight at it to address the man who he secretly knows is watching. "Steve Rogers, if you and any other unregistered heroes are watching, I highly advice you to turn yourselves in. For many years, you have served your country bravely and tirelessly, and I know that you're still the heroic soldier that all Americans, including myself, have idolized and looked up to. Which is why I implore you, don't taint you legacy by going down this path. Come in quietly and thus avoid making things more difficult for the land of your birth, and thus help me into preventing a needless, tragic civil war."

**DR. STRANGE'S CHINATOWN SANCTUM**

At this point, the feeling consuming the people is a mixture of shock and sheer panic.

But the one who appeared to be hit the most by this was that of Peter, who even after all of this still can't bring himself to believe that Norman, who he knew was his best friend's father as well as the country's president, was capable of such a bold, if not insane act.

Another person hit hard by the news conference was that of Captain America, who not only is angered by Norman's 'plea' for him to surrendering, but also trying his hardest not to vomit

Nicks looks and sees Cap's sickened expression, and equally disgusted by the crocked president's actions, turns to the agents manning the screen and gives them this stern order. "Shut it off. Now."

"Yes sir." Replied both agents in unison, and acting collectively as if they were one, they shut off the screen, thus ending the press conference that was putting every present into a fear filled frenzy.

As for Cap himself, he clinches his fists while taking a deep breath, then makes his way past many of the panicky people to walk over to the huge screen to address both the scared civilians and his fellow heroes.

Nick sees Cap heading toward the screen, and knowing that his old friend is in what he calls 'Patton speech' mode, he decides to join him to the screen so his last remaining S.H.I.E.L.D. agents can see him and know that they should watch and listen. Before going, however, he turns to and tapes his fellow resistance leader, Daredevil, in the shoulder to get his attention. "Come on, Cap might need a little help on this one."

Daredevil, hearing and agreeing to Nick's words, gives him a nod of acknowledgement. "Way ahead of you." With that said, he walks with and joins the veteran S.H.I.E.L.D. commander in walking pasts the frightened people and follows Cap to the screen.

Through the corner of his eye, Peter sees Cap, Nick and Daredevil coming his way, though a still a little star-struck in their presence, namely Cap, he humbly steps aside to let him pass, as well as Nick and Daredevil. As he watched them pass by, Peter couldn't help but feel both amazed and curious as to why they all make their way and stop right in front of the screen.

As Cap, Daredevil and Nick finally make it to screen and the still frantic crowd, they are soon joined by Dr. Strange, who teleports next to them. "Everyone, may we have your attention please?" asked the Sorcerer Supreme, and while he got the attention of Peter, Mary-Jane, Kitty and the rest of the heroes, many of the civilians were still in such a panicked state, they couldn't listen. As such, the Doctor felt that he had no choice but concentrate his will power into the Eye of Agemotto on his collar, until it began to glow and he could feel his voice box was on fire. _"ATTENTION!" _He said in the loud, booming voice, which caused almost everyone in the room to hold their ears in pain, and moments later look up at the Doctor, Cap and the others who have 'taken the stage'. Upon seeing that he has everyone's attention, the Doctor stops concentrating, thus causing the eye to stop glowing and the burning sensation in his voice-box to stop. He then turns to Cap, while still rubbing his throat. "You may proceed, Captain."

"Thank you, Doctor." Cap replied, then goes to lift the spirits of the people he swore to protect. "Everyone, please, I know that Osborn looks like he has the upper-hand, with resources, and two gangs of thugs who in his sick mind he calls 'teams'. But to me, he's no different than another certain mad man I know who took control of Germany a few years back, one who was also defeated by brave men and women who did not take kindly to dictators. And through my fellow soldiers, the medics, and even the victims of that psychopath who had the will to live and survive the atrocities he committed, I saw true strength, heart and courage of the human spirit then. Strength that can overcome anything. And I see that same strength now in all of you, and that's what's needed to make Osborn pay for abusing his power."

As Cap look through the people, he could tell that while they were still scared, they all seemed to be inspired by the Super Soldier's passionate words.

It was something that Cap was definitely hoping for as he continued. "Besides, we must remember that what we just saw on this news conference is the act of a desperate man, and desperate men make mistakes. And the way I see, Osborn has made the biggest mistake of his life ruling this country with an iron fist and going against everything it stands for. He said he wants to prevent a 'civil war'? Well, as far as I'm concerned, he's already started a war!" Before continuing, Cap takes a moment to grab the shoulders of both Nick Fury and Daredevil. "A war in which we can…and will win! But were going to need some help, must notably from all of you, the people who've believed in us since way before anything of this started. So I ask…whose with us?!"

Though Peter was just as scared and unsure as the next person, he truly did believe in what Cap's words, and after taking a moment to look down at the Amulet of Watoomb, he knew in his heart that he had to prove not only to the people present, but to himself as well, as why it chose him. For he knew that this was bigger than him! Everyone and everything was a stake! And for his aunt, Mary-Jane, and the people in the world, he had to finally step up and accept the responsibility in being the 'Ultimate Hero'. And so, with a deep sigh and with clinched fist, the nervous but determined Peter summoned all the courage he had and walked up and to Cap and the leaders for everyone to see. "I am…" he croaked, but tries to continue. "I mean, not like I have much of a choice, right? Me being the 'Chosen One' and all." After that quip, Peter turns to the stunned and confused people. "But, I do accept this role, with everything that I am. Not because I want to go down in the history books as some 'great hero' or anything like that…but because like Cap, Daredevil, and the rest of the superheroes, as well as the brave men and woman who found the courage to step up and help fight, I want to do my part in ending this war." After this declaration, Peter turns his attention back to Cap, looking more bold than ever. "So Cap, I'm with you…to the very end."

As a smiling Cap pats Peter's shoulder and gives him a nod of gratitude, other people looking at this with pride are Dr. Strange, who is glad to see that the Amulet has picked the right person, and Nick Fury, who's glad to see that the goofy teen is taken responsibility. Also glad about this turn of events is Daredevil, who heard Peter's words and glad that to hear that there is another brave soul in their ranks.

Within the crowd, May looks on at her nephew 'stepping up' with Cap and the others, and while she did worry about his safety, she couldn't help but have a sense of pride for how her nephew is accepting his new role as a costumed savior.

Also looking at Peter with admiration was that of his best friend, Mary-Jane Watson, who not only was proud of the teen, but also felt her heart beat harder and faster in seeing the brave young man he become.

Kitty Pryde also looked on at strong Peter, and at the same time, couldn't help but feel a surge of attraction go through her body in seeing a, as she called it, a nerdy knight in shining armor. However, this is briefly interrupted when she notices her mentor, Logan walk past her while letting out an annoyed growl and steps up to Peter and Cap.

"Yeah, well, you ain't gotta do it alone kid." said Logan. "Plus, I'd think you'll have a better chance at 'doin' your part' if you finish up your training."

"I will…" Peter told the feral X-Man, then looked back at Cap with an almost pleading expression. "I promise."

"We know, Peter." Cap replied, then looks back at the crowd. "Are there anyone else who will join us in standing up against Osborn?"

This question causes the Fantastic Four's blue-eyed Thing to raise his rocky fist. "You know I will, Cap! I can't wait to clobber the bum!"

This brave statement from the Thing causes his teammate, Sue Storm to stand over a chair so people can see her. "So am I!"

At one point, another person decides to step up and pledge his allegiance to Cap and the leaders, but this time, it's that of an African American man wearing stolen Guardsman armor which was spray painted in blue and white, freshly finished with his training in one of the transcendental doors in the Sanctum. "I'm with you, Cap!"

The courage of the people who spoke up soon spread to everyone in the room, and before long, everyone present soon when from scared and unsure, to strong and determined as they all vow to help Cap and the heroes take down Osborn.

With the morale of the people now back up, Nick felt compelled to keep the mood up by saying this. "Yeah, we'll show them how real Ultimates work!"

Upon hearing the S.H.I.E.L.D. veteran say this, Cap's smile disappears and turns stone-faced as he gives this reply. "…no." said the Super Soldier, whose words caused a stunned silence around the room, as well as everyone look at him confused. "With all due respect, General Fury, I feel that Osborn has sense tainted the name Ultimates with his choosing of psychotics, as well as his insane ambition. Thus, I feel that our resistance needs to be called something better."

Out of all the stunned people present, it is Peter who asked the question that everyone was thinking. "Uh, okay Cap, but…what kind of name have you got in mind?"

At first, Cap found it difficult to answer that, but it wasn't until he saw a young boy dressed in the clothes handed to him by S.H.I.E.L.D. agents that rescued him, and more importantly, wearing a baseball cap with the later 'A' on it, which thus, comes as an inspiration to the determined Cap. "Well, Osborn calls us self-appointed 'Avengers'. Well, if that's the case, then I say we'll take that name. For not only will we save the world from his madness, but we'll damn sure avenge the people he's hurt!"

This response is enough to make the people, heroes and civilians alike, to let out a huge cheer! And as Peter joins in clapping and cheering, he silently thinks this to himself. "_...couldn't have said it better myself!" _


	33. Chapter 33

**NEW YORK **

Two days have passed since President Osborn's press conference. And ever since that time, the city of New York, like all cities around the country, have been watched over and closely guarded by the Osborn's newly established H.A.M.M.E.R. Even the lights and giant TV screens of Times Square now show the Ultmate's U symbol, as well as the Iron Patriot's picture with his hands on his hips in a superior posture are now shown instead of the TV commercials, news reporters, all in which made this part of New York more lively.

The people of the city still moved around in the streets and were in a hurry to go to either their jobs or to their homes, but mostly out of fear and to try and quickly get out of sight of the armored H.A.M.M.M.E.R agents, which were either flying airborne via their rocket boots, or watching the populace on special posts stationed on the buildings' rooftops.

In the midst of the rushing people, there was one man, with his head covered with the hood of his jacket, and missing his right arm, who tries to lose himself in the crowd as he makes his way into the entrance to one of the underground subway station.

Unbeknownst to the one-armed man, however, he did not go the subway entrance unseen. For in a dark corner in a nearby alley, there was another hooded man, but with the sign of his coated appearing to be like that of a lion. He then takes the moment to put his right finger to his ear to use the com-link he was given, and in the process revealed that he had a black beard and appeared to be in his late forties, early fifties. "Conner is now entering the underground subway. I highly advice you allow me to capture him before I lose him for good."

"Acknowledged." Said the male voice on the other end. "Proceed, but remember, suspect must be taken alive."

"Understood." Replied the bearded man, then takes his hand away from his eye, and puts his hood further over his head for stealth. "Finally, the sooner the lessor pray is out of the way, the sooner 'Kraven the Hunter' can move onto a real, more deserving challenge." Though eager to proceed, the man known as Kraven waits a moment to allow a bus to pass right by, and as soon as it does, the Hunter himself is nowhere to be seen, as if he vanished out of sight.


	34. Chapter 34

**DR. STRANGE CHINATOWN SANCTUM**

Inside one of the many interdemensional doors inside Dr. Strange's home, the fully suited Spidey is seen standing in a large empty room, looking somewhat restless as he stood and waited for the people in which would be training with. For the Web-Head had been told that for this particular exercise, he will be working within a team.

Suddenly, Spidey is surprised when he hears the sound of the door opening, and thus turns around to see the two young X-Men, Bobby 'Iceman' Drake and Kitty 'Shadowcat' Pryde entering room. His reaction to seeing the two was mixed at best. On one hand, he was happy to see the always perky and friendly Kitty, but was less than thrilled to see the smug Iceman.

"What's up, Bug Boy?" asked Iceman.

This question made Spidey gritted his teeth under his mask, for the science nerd in him wanted to tell Iceman for the hundredth time that spiders were arachnids, not insects.

Once she saw the animosity build between these two, Kitty quickly interjects. "But anyway, we heard that we were training in a team, but we never expected to see you." said Kitty, with a sheepish smile, trying to keep the peace.

"Yeah, kind of a shock to me too to see you guys too." Spidey replied truthfully, though with a small hint of annoyance on having to co-exist with Iceman. But soon, his demeanor changed to that of a mixture of confused and curiosity. "But the thing is, I was told that I would be within a four person team, and it's just the three of us. So, where's number four?"

Suddenly, the three teens were alarmed when they heard the voice of a certain young red-headed girl say this is a spunky tone. "Right here…" a split second later, Spidey, Iceman and Kitty turned saw that the voice did belong to that of Mary-Jane Watson, but donning a skin tight body suit, with the upper-body being red and yellow, her shoulders and leggings dark blue, red gloves and boots, and orange see-through ray-bands going across her angelic face and underneath her let down flowing red hair.

"MJ?" asked a wide-eyed Spidey, both surprised that she was here and somewhat attracted by her figure hugging attire. "What are you doing here?"

"I'm your fourth partner, Tiger." MJ replied with a smirk, happy to his Spidey's surprised reaction, something to which she was secretly hoping for. "Doc wanted to know how well I can use my powers within a team, so here I am."

After hearing this, the sheepish Web-Head finally says this to the 'fiery' red-head once he regained the ability to speak. "Well…you'll get no complaints from me." He told her while nervously scratching his head.

"Me neither." Said Iceman with an intrigued raised eyebrow, also pleased with Mary-Jane's new look.

Kitty, on the other hand, looked very irritated by this. For not only did she feel somewhat irritated that she didn't get this news about Mary-Jane would be joining the fray, but she felt disrespected by how the red-head just barged in like she owned the place. And she was just as annoyed that she caught the attention of the hormone driven boys, more so Peter.

From then on, an agitated Kitty walks in between Mary-Jane and Spidey. "Well, regardless of making boys drool." she tells Mary-Jane in a less than excited tone. "I think that since you're new at this, MJ, it be best for you to take this training more seriously."

Needless to say, Mary-Jane did not take kindly to Kitty's advice, as not mention getting in between her a Spidey, and more importantly, in her face. "Well, I've been training under the world's most powerful sorcerer and his wife. So, I think I have a pretty good idea on how to handle myself just as much as you guys."

Seeing the tension rising between the two girls, Spidey decides to butt in and try to calm things down. "Uh…excuse me, ladies…" he said nicely and timidly, only to have Kitty and Mary-Jane both turn and give him angry glares, putting a new emphasis on the phrase 'if looks could kill.' This causes Spidey himself to sheepishly hold his hands up in a defensive posture and slowly back away. "…nevermind."

As for Iceman, he just stood back and watched what was going down with a stunned if not frightened look. Finding the 'stand-off' between Kitty and Mary-Jane to be scarier than every evil mutant or every killer robot combined, and thus chose not to get involved.

Suddenly, the tension between the two super-powered girls is cut short when a purple puff of smoke appears with the sound of 'BAMF'. As the smoke cleared, we see that it's the leader clad Wolverine himself, Logan, as well as his two fellow X-Men, the steel skinned Colossus and the blue skinned, elfish looking Nightcrawler. Also joining them were two members of the newly formed Avengers resistance, Iron Fist and Luke Cage.

Upon seeing the two girls arguing, Logan raises a cynical eyebrow, and clearly not pleased with what he sees. "Catch the four of ya at a bad time?"

Seeing Logan and the adult heroes arrive, the kids immediately broke apart and stand attention.

"No!" exclaimed a wide-eyed Spidey.

"Nothing…" Iceman muttered.

Kitty and Mary-Jane shook their heads in response, then turned at each other and exchanged dirty looks to one another.

Logan notices this, thus causing the feral X-man to roll his eyes and let out an annoyed grunt. "Fearkin' kids…"

As for Nightcrawler and the others, they couldn't help but chuckle amongst themselves at this sight. For given the dark situation everyone was in, this was the first lighthearted scene that they've come across in a long time.

"Ah, young love." said the smiling poetic Nightcrawler. "Zere iz no zstory more beautiful and poetic."

"Whatever, elf." replied the gruff Logan, then turns his attention back to Spidey and the rest of the young heroes in training. "All right, listen up! Your 'Saved By The Bell' moment is now over! Let's get started with the exercise Rogers and Strange set up for ya!"

At this point, Spidey decides to speak up and ask what the rest of his teammates were thing. "Well, just out of curiosity, where are Cap and Doc?"

The stone-faced Logan had only this to say as an answer. "They're busy."

**ELSEWHERE IN THE SANCTUM**

Inside a darkened, poorly lit room, the leaders of the Avengers Resistance, consisting of Captain America, Nick Fury, Sue 'Invisible Woman' Storm, Ben 'The Thing' Grimm, Clea and Dr. Strange all gathered around a round table, in a meeting to discuss the how to plan their attack against Osborn and his Ultimates.

But for now, discussions have been put on hold, for in the most unusual scene, Sue Sorm is seen with her eyes closed, surrounded in a goldish aura being produced by the Dr. Strange himself, whose eyes were glowing and with his hands on both sides on the Invisible Woman's head. The reason for this strange sight, was so the Doctor could help Sue project a mystic projection of her and send it to…

**ATLANTIS**

In the grand throne room of the Atlantian royal palace, the golden mystical projection of Sue is standing before the black haired, pointy eared, winged feet ruler of Atlantis himself, Prince Namor the Sub-Mariner, who sits on his throne and listens hard at Sue Storm's story on what is happening on the surface world.

"And, that's the situation, Namor." said Sue, a little exhausted on having explained the events prior to her making contact with the Atlantian Prince. "Which is why I've come…" before continuing, she takes a moment to look down to see her spiritual form. "….so to speak, to ask for your help."

Namor, however, just sits there with an uninterested expression. "Yes, this matter sounds quite dire…for you."

Clearly disappointed by Namor's answer, Sue lets out a sigh filled with a mixture of sadness and aggravation. "Namor, please…"

Namor looked at her, taking in her disappointed expression. In all his years of ruling Atlantis, he had never seen such beauty. After a few moments of silence, he barely manages to put his feels towards Sue aside and resumes his diplomatic demeanor. "Dear Susan, this danger you speak of is clearly a matter for your surface world. And matters there are as meaningless to me as the ripples of the ocean are to you. In fact, if your problem is so dire, why not have your mate, Reed Richards solve it with his 'so-called' great mind.

Upon hearing Namor speak so callously of the man she loved, Sue's aggravation soon turned to anger, a feeling had a hard time containing when she gave Namor this answer. "Because he's a prisoner…along with my brother!"

At this point, Namor lets out a snort upon hearing Sue's reply. "If Richards is truly the genius he claims to be, then let him find his own way out."

Sue's anger soon escalated to rage, but for the sake of the resistance, as well as her family, she takes a moment to take a deep breath to maintain her composure. "Namor, we have reason to believe that Osborn is planning something that's putting the entire planet at risk! Including Atlantis!"

Namor pauses upon hearing this sound point, and looks down in the floor to give it more thought. "I've heard this speech before, Susan. Once from Captain America himself!" he then looks back at Sue, still basking at her beauty. "But coming from a woman who is as wise as well as beautiful as you, it becomes much more believable."

"So then you'll help us?" Sue asked, sounding hopeful.

Though he would've said yes to Sue's request right then and there, Namor knew that he was Prince of Atlantis first and for most, and had to do allot of convincing of the Atlantian council to that Osborn is a big enough threat that requires his army to try and stop. And thus, this dilemma forces Namor himself to give Sue this solemn reply. "I will take your request…under consideration."

**AVENGERS MEETING ROOM/SURFACE WORLD**

Back in the Resistance Leaders meeting room, both Dr. Strange and Sue stop glowing, and though exhausted, Sue still looked saddened and disappointed, a feeling that is spread to her comrades once they see her expression.

In particular, Ben, who looks angrier then everyone present. "I take it fish-boy said no?"

"He said he'll think about it." Sue replied, still saddened to the fact that of all people who would listen her, Namor would, considering their history together.

As for Nick Fury, he only shook his head and let out a grunt of disgust. "Great and by the time he's done thinking about it, it'll already be too late. Osborn will succeed in whatever god awful plan he's cooked up, and the rest of the world will have gone straight to hell!"

Surprisingly, Cap decides to speak up. "Don't worry Nick, I know Namor…" When Steve speaks this, he thinks all the way back…

**GERMANY, 1945**

…_he thinks back to the days where he and Namor fought alongside other costume heroes against the AXIS powers in Germany during World War II. At that time, they were the heroes that both fought the tyrannical powers, but also inspired other soldiers to fight the good fight…as the Invaders…_

**PRESENT**

After remembering these proud memories, Steve goes back to defending his old friend. "Trust me, he'll pull through for us once he fully understands how big of a threat Osborn really is."

Though normally, Daredevil wanted to believe Cap, he knew that time was of the essence and there was no time to wait on Namor's decision, thus prompting him to say this. "Well, regardless, I think it might be best to go forward with the plans, and see if we can think of new strategies incase Namor says no."

"Agreed." Nice replied bluntly then presses a button on the edge of the table, which causes a doorway on the center of the table to open up, reveal a projector like device which activates and shows a digital picture of the Triskelion. "Now, here's what we know…"

**SANCTUM TRAINING ROOM**

With his hands on his hips, Logan looks straight at the teens like a drill sergeant to new army recruits. "All right, let's get started. Elf!"

Upon hearing his fellow X-Man, Nightcrawler pulls out four belts with glowing light belt buckles in the middle. "pass zees around and put zem on." He said handing the belts to Spidey, who takes one and passes it to Mary-Jane.

Before long, the teen did as asked and wrap the belts around their waist, with Spidey staring at his quizzically. "Never took you as guy to accessorize, Logan, though this totally doesn't match my webs."

The feral X-Man himself snorts at Spidey's remark. "It ain't supposed to be a fashion statement, bug! Anyway, the four of ya will be going up against another team wearing the same kind of belts as those. Your job is to hit the buckle, and eliminate all members of the opposing team."

Upon hearing this, Iceman has a look of pleasant surprise. "So, it's basically superhero laser tag?" he said confidently. "Well, that doesn't sound so bad."

Though Kitty was glad to see her icy teammate comfortable enough to accept the task, she still remained somewhat weary, seeing is how Logan was the one In charge of this exercise. "Okay, but whose this opposing team you're talking about Logan?" she asked cautiously.

With a sly smirk on his face, Logan soon pressed his 'X' belt buckle, only to revealed it being the same belt that the teens were wearing. Not only that, but the rest of the adults did the same, showing that they were wearing the belts as all. All in which makes the now smiling Logan say this in response. "Us!"


	35. Chapter 35

**SANCTUM TRAINING ROOM**

Spidey, like the rest of his friends, stood in utter shock upon find out that Logan and the rest of the adults are the 'opposing team' for this exercise. "Okay…no big deal." said a nervous Spidey , trying to sound optimistic for the sake of his young teammates. "We just have to deal with a teleporter, a man LITTERALLY made of steel, a man with unbreakable skin, all led by a psychotic Canadian with knives in his hands. We can handle this."

Logan, not taking too kindly to the name Spidey just gave him, only stands ready to attack, just like the rest of his team. "Yeah, well, we'll soon find out whether or not you can, Web-Head." He then takes a moment to call out to Wong, who stands in a darkened corner of the room. "Wong, what do you say ya give us a proper setting?"

"As you wish, Mr. Logan." Wong replied, and with a wave of his hand, Wong soon changes the setting around the two teams. From the large wooden spacey room, to a dark, gloomy, heavily destroyed version of New York City!

Mary-Jane, like the rest of her young teammates, looks around the ruins of what was her home city in complete shock and awe. "Is…is this New York?!"

Kitty, feeling quite uncomfortable with this setting, quickly turns to Logan. "Logan…what's the point of showing us this?"

"To show you what happens if we fail, Kitten." Logan replied bluntly. "You kids gotta know what the stakes are. And I mean REALLY know. And if you wanna prevent this from happening to New York, as well as the entire world, then all of ya need to step up your game…" At this point, the feral X-Man clinches both of his fists, and instantly pops out his claws. "…starting now!" With that said, Logan charges towards Spidey himself, who upon seeing the X-Man coming his way, quickly jumps up and flips over the clawed mutant with ease.

Upon witnessing Spidey being attacked, Mary-Jane was just about to step in to help him, but is stopped when a huge puff of smoke pops out with the sound of 'BAMF', and within moments, Nightcrawler appears and throws a right legged front kick in mid-air, causing Mary-Jane herself to throw her arms up in front of her in an 'X' fashion to block the block.

Kitty herself was just about to help Spidey herself, but through the corner of her eye, she spots Iron Fist coming in, then jumping up and attacks with a flying kick, forcing the X-Girl herself to make herself intangible and cause the masked martial artist to go through her.

Though MJ managed to deflect the kick, Nightcralwer disappeared again, only to reappear behind her and gives his kick to the back, sending her tumbling forward. But even after taking such a blow to her back, MJ soon concentrates and at that moment, she literally stops just inches from the ground, and begins to levitate off the ground and into the air.

"Gott in himel!" whispered the German born mutant before he lept up and teleported in mid-air, then reappeared right in front of the now floating Mary-Jane to continue his assault.

Meanwhile, even after having his attack literally pass through Kitty, Iron Fist continued his assault by turning and charging forward towards the X-Girl, yelling 'KYA-HA!" as he supercharging his right fist with ki energy and throws a hard hook.

Kitty, however managed to phase through Iron Fist's punch, but in a moment where she solidified herself to try and counter attack, Iron Fist managed to land a sweep kick, literally sweeping her off of her feet.

However, thanks to Logan's training during the X-Men's early days, she rolls backward and ends up back on her feet. Afterward she notices Iron Fist coming towards her and throws a front kick, prompting her to use both of her arms to block and push his foot downward.

As for Iceman, he finds himself with two BIG problems. In that he first sees Colossus charging towards him about to throw a clothesline. But thanks to his 'gift', as well as something he learned while playing a few videogames, he concentrated and created an ice 'clone' statue of himself while rolling underneath Colossus himself, causing the steel-plated X-Man to hit and shatter the statue instead.

However, after dodging Colossus' attack, Iceman finds that he's not out of the woods yet, for while he was in a kneeling position, he finds Luke Cage standing above him with his left fist raised over his head. Seconds later, the 'Power Man' himself throws a downward punch with the intent to smashing the young X-Man into the ground. However, Iceman managed to roll to the left side, causing Luke to ram his fist into the ground itself, creating a small crater. Upon rolling up on his feet, Iceman turns and fires a cryo-blasts from out of his hands at Luke, freezing him in an ice-block, one in which the Power Man easily breaks out of.

After destroying the ice-block, Luke turns to Iceman while wiping the frost off of his arms and shoulders. " I'm hoping you can do better than that, little dude!"

"Oh really?" Iceman smirked, then shot his hands up in the air, and emits gusts of moisture from out of hands and creates a cloud above the two powerhouses. Moments later, hail comes surging out of the cloud and rains down on both Colossus and Luke, and comes down on them hard enough to actually damage their hardened skin, forcing both of them to cover their heads.

"Oh, Sweet Chris…" before Luke could finish his statement, he stops when a large ice ball hits him in the eye.

As for Colossus, he stands completely astonished, for this was a testament to how far the young Iceman had come along in his training to control his powers. "Impressive Bobby…" said the physically powerful X-Man, while staring intently at Iceman, more specifically, while having his hands raised to produce the hail cloud. "But sadly, this also leaves you wide open for this!" With rocks still pounding into his steel frame, Colossus nonetheless shook off the pain, then raises both of fists over his head and pounds them into the ground, with enough power to create a small earthquake and causes Iceman himself to lose balance, and thus loses concentration of his attack, making the hail stop and the cloud to disperse.

With Iceman still struggling to stand, Luke seizes the opportunity by charging towards the X-Man and rams his shoulder into the icy-teen, sending him flying backward and crashing through the window of an already destroyed electrical supply store.

After landing on some boxes of now useless products, Iceman could only lie on his back, wincing from the former football player turned hero's massive hit. "Well, that sucked." He said to himself, then takes a moment to look at his belt and is relieved to see that the hit didn't damage his belt –buckle. Afterwards, he admits mists from his hands once again, but only to help him get back on his feet, and upon standing, he both Luke and Colossus walking towards him to attack again, which forces him to have his hands ready to fire more ice-blasts. "Well, so much for this exercise being boring."

Elsewhere, Spidey, thanks to his agility and spider-sense, was dodging and leaping over Logan's infuriated slashes. At one point, Spidey sees Logan going to slash the Web-Head's abdomen, more specifically, his flashing belt-buckle, and thus hops backward to avoid such an attack. "Uh, Wolvie, not that I'm complaining, but since when is slicing me in half considered 'training?'"

"We're at war, kid!" Logan replied as he backs Spidey up against a beat-up Mercury. "You think Osborn and his flunkies are gonna pull any punches?" With that said, the feral X-Man takes his left hand and thrusts his claws forward, aiming for the Wall Crawler's belt buckle.

Fortunately for Spidey, however, he dashes over to the right side, and makes Logan plunge his claws into the car door instead. "No, but I don't think they'd want to turn me into sushi rolls either!"

Logan quickly pulls his hand out of the door, and focuses his attention back on the Wall-Crawler. "Suck it up, Bug boy!" he growled, then dashes towards him and thrusts the claws in his right hand forward. And though Spidey moved out of the way, the X-Man managed to nick the Web-Head by cutting his left side.

"OW!" yelled the Web-Slinger, then takes a moment to look at the claw marks on his side, as well as the blood slowly dripping from the wounds. This act is more than enough to finally get under Spidey's skin, which prompts him to look straight ahead Logan himself. "Okay, Logan…if that's the way you want to play it!" Through the corner of his right eye, Spidey sees some fallen debris that look as if it was shot off the top of a building, Upon seeing Logan go back on the attack, he quickly and instinctively shoots webbing out of his right wrist, successfully 'webs-up' the debris next to him. Utilizing his spider-strength pulls hard on his end and swings the debris hard, and smashes the Canadian mutant in the face.

After landing hard on the ground, and shaking off the effects of Spidey's improvised attack, Logan could help but allow a small smirk creep up on his face. "Now we're gettin' somewhere." he said to himself, then hopped back up on his feet and saw Spidey swinging the debris again like he was swing a baseball bat. Once it came his way, Logan quickly threw his left arm in an uppercut fashion, and thus uses his claws to shatter the debris, causing it the shatter make rocks fly everywhere!

Spidey nimbly hopped out of the way of the debris, and ends up sticking his feet to a nearby wall, where he later shoots more webbing from out of his left wrist, which ends up hitting Logan's chest. He later yanked the X-Man backward, thus pulling him his way, and upon getting close enough, clinched up his right fist a delivered a massive hay maker, sending Logan flying to an open garbage bin. Though this act was effective, the Web-Head shook his hand in pain. "Note to self: Think twice before you decide to punch a guy with an adamantium jaw."

Meanwhile, MJ, while still levitating in the air, was having problems of her own. Meaning that she was holding her arms up to block numerous blows from Nightcrawler, who continuously teleports around her. Finally having had enough, MJ quickly grabs one of Nightcrawler's feet when he through a kick, then swings him around and throws him downward into the ground below, where he ends up crashing into Iron Fist just as he was about to throw a ki-charged middle punch into Kitty's belt buckle.

At this point, Kitty was unable phase through that attack, and thus lets out a breath of relief. "Never knew Kung Fu could be considered a superpower…" she muttered.

MJ, just as exhausted, floated down next to Kitty. "Yeah, well, try fighting somebody who can not only fight, but can disappear and reappear all at one."

Suddenly, both girls notice Nightcrawler and Iron Fist recover and run towards them. A sight that makes something click in both girls' heads, and thus prompting Kitty to turn to MJ and ask her this. "Switch?"

"Switch." MJ confirmed, and with that said, MJ flies straight right over Nightcrawler's head and manages to surprise Iron Fist with a rising right uppercut to his jaw, sending him flying upward.

And while Nightcrawler looked on upon this in stunned silence, he also allowed himself to be distracted long enough for Kitty to run up, phase right through him, and upon stopping right in front of him, nails the teleporter with a right legged side kick to his chin.

As both Nightcrawler and Iron Fist hit the ground hard, they were stunned…but proud, for they saw that the girls were learning.

Inside the darkened tunnels, a small door seems to open up, and moments later, Curt Conners steps out of it and after taking a moment to pull out a small piece of paper, which was a map to one of the S.H.I.E.L.D. check point, and makes way through the tunnel.

Unknown to him, however, the man known as Kraven had followed him down to the tunnel, and masterfully hides himself in darkened area. And once Curt walked, he quietly continued to follow him, like a lion stalking its prey.

**SANCTUM TRAINING ROOM**

Back in the apocalyptic setting that was Logan's training regimen, the competition between Spidey's team and the Wolverine's was getting more intense.

Especially for Spidey, who is forced to duck sideways to the right to avoid a downward slash by Logan. "_Okay, definitely not going to_ _last long like this." _thought the Web-Head. _ "Especially sense punching a guy with steel bones was already proven to be a bad idea. Think, Parker, think!" _

"Gotta tell ya, bug." said Logan after throwing a left handed slash, only to have Spidey dodge. "The whole 'afraid to fight' role fits you like a glove.

Suddenly, hearing this word hits Spidey like a lightning bolt. _"'Glove?' THAT'S IT! I've been dying to try this!" _After seeing Logan throw a downward right handed slash attack, Spidey uses the same hand to catch the X-Man's wrist, and with his free left hand, the Web-Head clinches his left fist tightly, and suddenly, webbing surrounds his entire left hand like that of a make shift boxing glove. Having Logan right where he wants him, the Wall-Crawler throws a hard right uppercut into Logan's jaw, which not only protects his hand, but also adds more force to the blow, sending mutant reeling.

With his clawed opponent still dazed, Spidey quickly makes his right hand into fist, webbing up that hand as well. Afterwards, he charges forward delivers a hard right hook to the X-Man's face. _"Man, should've though of this when I was first caught by that Iron Man rip-off back in Queens." _

As Logan shook his head to regain his sense, he noticed the Web-Head running towards him and throwing a right handed middle punch, aiming for the X-Man's belt buckle.

Acting fast, Logan throws his right fist downward and thus used his claws to deflect Spidey web fisted punch to stop the attack, and with the Wall-Crawler still moving forward, the X-Man capitalized by throwing a spinning left handed back elbow strike nailing Spidey in the head and causing him to stumbled towards what was left of a hotdog stand.

With his head throbbing from Logan's counter-attack, a disoriented Spidey was seeing stars until he felt the tingling of his spider-sense, which prompts him to jump up and flip backward to avoid Logan's incoming left handed upward slash, causing the Canadian mutant to slice the already destroyed hotdog in half. After missing his mark, Logan quickly turned around to see Spidey land on his feet. "Don't think that just 'cause you got a few lucky shots in, that means you can take me down easy, Web-Head!"

Spidey soon gets in a more defensive stance, web-mitts and all, as he stares at Logan. "I can see that….now."

Meanwhile, in another fight, Kitty is seen holding up her left arm to block a left hook from Nightcrawler, then once again turns her body intangible to allow her elfish opponent to throw a front kick and pass right through and end up right behind her.

As the X-Girl went to retaliate with a left legged back-kick, however, Nightcralwer manages to hold up his left arm to block and push her foot outward, and when Kitty threw a right legged round-kick, the German born mutant teleports to avoid the attack.

After missing, Kitty still stands ready and waiting for Nightcrawler to show up, who at this point reappeared right behind her and delivered a double legged mule kick, sending her flying forward.

Through the corner of his eye, Spidey noticed Kitty coming his way, and thus holds his arms out and successfully catches her. After helping her to her feet, Spidey looks at the girl's beautiful brown eyes and blushes underneath his mask. "Uh hi…um, are you okay?"

"Yeah, I'm…fine. Thanks." Kitty replied with a shy smile and blushing just as wildly as the Web-Head, and with her heart also racing while she was in his arms.

Meanwhile, MJ still had her hands full with Iron Fist as she ducks underneath his chi-charged straight punch, then pass underneath him and ended up behind him. As she popped back up and spun around to face him, she further utilizes her prior training from the Doctor and Clea by channeling all of her will power into her fists until they looked like they were literally on fire. To which, she was able to hold up her burning left fist to block an incoming chi-based left hook from Iron Fist, and responded by throwing a fiery right middle punch towards his belt buckle.

However, Iron Fist saw this attack coming, and thus throws his glowing right fist downward and successfully blocks and pushes the red headed teens punch away from him. He later notices her throwing an incoming left hook, and not only uses both hands to block the blow, but also grabs her entire left arm and gives her a chi-boosting hip throw, sending MJ herself flying into the air.

While in the sky, MJ looks down and sees that she's about to crash into both Spidey and Kitty, who are still in each other's arms and staring at one another, a sight that causes MJ to literally see nothing but red. And just as she was just about to land on both Spidey and Kitty, she concentrates and uses her inner energies to stop in mid-air and levitate just inches away from the two teens. "Am I interrupting something?!" she asked angrily.

"Nope!" Spidey replied nervously, standing attention to the enraged MJ as if she were a drill sergeant.

Kitty, on the other hand, only gave the fiery red head an equally angry glare, for destroying what was, in the X-Girl's mind, the 'perfect moment' between her and the Web-Slinger.

Elsewhere, Iceman is still standing ready against the two big men, Colossus and Luke Cage, as he noticed the 'teen drama' that was going which made him snicker. "Well, at least I'm not in the Web-Head's shoes." He paid for that flippancy, however, when Colossus tackled him unexpectedly.

With Iceman now down on the ground, Colossus winds his right fist back to punch and destroy his young fellow X-Man's belt.

This causes Iceman to act desperately by holding his right hand up and shoots a cryo-blast, hitting Colossus' forehead, which upon impact, turned into an ice dome-like helmet, causing the steel skinned giant to get up off of Iceman and move away from him aimlessly.

As Colossus struggled to get the ice helmet off, Iceman stretched out his hand and shot out an ice cycle, which hits and knocks off Colossus' belt buckle, causing a gold aura to glow him, and moments later, the steel X-Man vanished out of sight and out of the battle.

At this point, Iceman couldn't help but stand confidently after defeating Colossus. "Well, that was easy." Suddenly, however, the young X-Man finds he's not out of the woods yet. For from behind, Luke Cage wraps his massive around him.

"You read my mind." said Luke as he effortlessly delivered a belly to back suplex, sending Iceman up high and screaming into the air and towards the rest of the teens gathered together.

Back below, Spidey and the girls hear Iceman's screaming, causing them to look up and see their icy teammate heading straight for them. As such, both Spidey and Kitty stood with their arms wide open and managed to catch him.

"Bobby!" said a surprised Spidey, but glad to see that the icy mutant was unharmed. He also looked to see that Iceman's belt buckle was still intact. "You still got your belt! That's just as good!"

"Nice to see that you care, bug boy" muttered an annoyed Iceman, who despite his feelings towards Spidey, allows him and Kitty to help him stand up.

However, the reunion of all four teens was not a pleasant one. For they now find themselves surrounded by the four remaining adult heroes.

As they all stood back to back, Iceman could only utter this as he stands ready to fire more cryo-blasts. "Talk about your rotten, freaking luck!"

This statement caused a still vigilant but nonetheless nervous Web-Head to say this. "Frosty…you're not kidding."


	36. Chapter 36

**SANCTUM TRAINING ROOM**

Things are beginning to look grim for Spidey and his fellow teens as they are forced to stand back to back when they are surrounded by Logan's team.

Even with vapor steaming from his hands as he stands ready to fire more cryo-blasts, Iceman was still nervous by the fact that he and his friends were all together, they still didn't have much of a strategy, especially with the fact that they're fighting against their older and more experienced peers. "Well if anybody has any idea, now would be a good time to tell us!"

Spidey, with both of his hands still webbed and standing ready to attack, seemed somewhat reluctant to answer that question. "Still working on that, Bobby." He answered truthfully, hoping it would inspire confidence in his team, though knowing that would be unlikely.

Logan, on the other hand, seems irritated on how the young heroes seem as clueless as to what to do in this situation. "Yeah, well, work faster, Web-Head!"

This statement is enough to bring a smile on Nightcrawler's face. "He haz a point." He said in a lighthearted manner, then teleported and reappeared above the young team, throwing his right leg in an axe-kick motion and aiming for Spidey's head.

Luckily, however, Spidey is warned about this sneak attack via his spider-sense, thus causing him to look up, hold up both of his webbed-up fists and successfully blocks the German born X-Man's kick.

Afterwards, MJ decides to help counter attack by levitating up and throwing a right legged spinning round kick, nailing Nightcrawler in the head and sending down hard to the ground.

After seeing Nightcrawler being taken care of, Luke Cage decides to try his luck by charging towards the teens, with the intent of tackling them just like in his football days.

However, Kitty, sees this though the corner of her eye, and thus quickly grabs all three of her teammates in what would be described as a 'group hug', which needless to say surprises all of the teens. And at that moment, she concentrated hard and thus made not just herself, but her entire group intangible, causing Luke to literally go right through them and tackles Logan instead.

As Kitty went down on one knee, exhausted after using her power on her and three other people, Iron Fist charges up with a chi charged left fist goes on the attack with the intent of eliminating Kitty as her powers proved to give her team an advantage.

However, thanks to his spider-sense, Spidey steps in front of Kitty, then holds up his web-covered left hand and successfully blocks Iron Fist's punch, despite the fact that the fire from his chi was slowly burning the webbing off of the young Wall Crawler's hand.

Iceman sees Spidey saving Kitty, and rather than have the Web-Head have the glory of being her 'knight in shining armor', he conjures up an ice ball from his hand, then throws it and hit's Iron Fist's buckle, causing the martial artist to disappear.

After witnessing Iron Fist vanish, Spidey turns to see where the ice ball came from, and gives Iceman a nod, as if to give him a silent way of saying thank you. He later feels his left hand burning as a result of the chi-fire burning through his web-mitt, and thus shakes the webbing off before it could burn his hand completely. "Well, its official." said Spidey, still shaking his hand to relief the burning pain. "One on one with these guys isn't gonna cut it. Teamwork is the way to go."

The other teen all nodded in agreement, causing Iceman to ask this. "Sure, so what's the plan, Webs?"

Before Spidey could answer, he is once again alarmed by his spider-sense. "Well for starters…" he turns around and sees that the newly recovered Luke has gotten up and is now running towards him. "MOVE!"

Everybody followed Spidey's command and did so, right as Luke, with his unbreakable skin, crashed through a wall with debris flying everywhere.

Iceman takes a long look at where Luke just crashed through, and turns back to Spidey. "Okay, I admit. Good call!"

Moments after crashing, Luke literally bursts out from the rubble, causing debris to fly everywhere and forcing Iceman to make an ice-shield to protect him. Upon recovering, Luke could see that Iceman's shield was cracking from blocking the debris and thus decides to charge forward and throws a right hook, shattering the shield and sending the icy-teen flying five feet away, landing hard on the ground. The Power Man was just about to run up to the fallen X-Man and take him out of the fight before he could recover, but is stopped when he feels something sticky attached to his left hand. When he looks down to see what it was, he sees that it was a web-line, with Spidey himself on the other end of it.

However, Luke was in no mood to be anyone's punching bag, and thus yanks hard on the webbing and pulls Spidey towards him. While waiting for the Web-Head to come his way, Luke takes his right hand, and once the web-shooting teen came close enough, he delivers a hard back hand, sending the Wall Crawler flying and landing right next to the still disoriented Iceman.

This was a sight that mortified both MJ and Kitty. And while they were concerned about Iceman's well-being, they were even more worried about the boy who took a powerful back hand from Luke. "PETER!" they exclaimed in unison, and after taking a moment to look at each other with awkward expressions, they nonetheless rushed over to help Spidey, as well as Iceman.

However, the girls are soon stopped when Nightcrawler reappeared right in front of them. "Guten Tog!" said the elfish X-Man with a smile, then hops up and gives MJ a doubled legged mule kick to her chest, with the impact being strong enough back a few feet. As Kitty watched MJ land hard on the roof of a partially destroyed Buick, Nightcrawler flips backward in mid-air and lands in a crouching position, where he notices Logan coming up to ambush Kitty from behind. "Ah, and here comez your dancing partner, Kitten."

Though confused, Kitty turns and sees Logan thrusting his left claws towards her belt buckle, forcing her to turn her body intangible and causing the feral Canadian to go right through her.

Even after missing his intended target, Logan manages to stop himself, looks over his shoulder and goes for a right legged back-kick, to which Kitty blocks.

After defending herself against that kick, Kitty pushes Logan's foot away, only to see him go for a left handed downward claw slash, forcing her to utilize her gift once again, and make the slash go right through her. Waiting for Logan to raise his right hand up to go for another slash, Kitty solidifies herself once again to throw a right legged front-kick to the feral X-Man's chin, causing him to stagger backward.

Though momentarily knocked loopy, Logan shook his head to regain his senses, and sees Kitty shaking her foot in pain after kicking his adamantium laced chin, as well as watch her swing into a fighting stance. "Not a bad comeback, Pryde!"

Kitty gives Logan a sly smile upon hearing this remark. "It should…"

…_The young mutant then flashes back to her days at the Xavier Institute, before the war with Osborn, in which she and Logan, dressed in traditional martial arts gis, are in the schools technologically advanced Danger Room, running a holographic Japanese Dojo setting, sparring and practicing judo moves together…_

…Back in the present, a still smiling and confident Kitty still stares eye to eye with Logan as she this in her fighting stance. "…You're the one who it to me."

"Yeah, but it's been quite awhile since we had those sparring sessions, kid." Logan retorted with claws still drawn. "So let's see whether or not you've gotten rusty!" With a roar, Logan dashes towards Kitty and continues to attack her once again.

Meanwhile, MJ was still on the top of the Buick, holding her lower back in pain when she looked up and to see Nightcrawler to reappear right above her and about to stomp both of his feet into mid-section. Thus prompting her to roll to the left side off the hood of the car and back on to the ground, causing the X-Man to plant his feet through the hood instead and ending up inside the car itself.

As MJ struggled to get back to her feet, she looks ahead and sees Nightcrawler reappear right in front of her. Not wanting to give him a chance to attack, MJ channels her energy into her right and to create a small fire ball and throws it at Nightcrawler's belt buckle.

Seeing the girl's attack coming his way, Nightcrawler soon vanishes again to avoid the fireball, then reappears just inches away from the red-head and goes for a quick punch to her belt buckle.

MJ manages to use her left hand to block and push away the punch, then goes to deliver a right hook to counter attack, only to miss when Nightcrawler vanishes once again. As she desperately looked around for her opponent, the German born mutant reappeared once again, but this time in mid-air and throws a left legged side kick, kicking her in the shoulder blades and causing her to stumble towards a lamp post, to which she manages to put her hands in front of her to stop herself from slamming her face into it. MJ manages to spin around to face Nightcrawler, who by this time is standing in a relaxed posture.

"Ah, you are becoming quite good, Mein Libre." said the smiling mutant. "But if you are to stand a chanze against opponents such as myself, you must expect ze expected." With that said, the German born X-Man vanishes once again.

As MJ stood ready for another attack, however, Nightcrawelr's advice reminds him of her early days…

…_to the days when she was training underneath Dr. Strange and Clea to control her mutant powers through magic. _

_And in this particular exercise, MJ was still dressed in a gi, but blindfolded as she stands in a defensive stance and surrounded by floating balls. _

_At one point, one ball tries to zoom in on MJ's left side, to which she hears coming her way and uses her left hand to stop it from hitting her. Unfortunately, however, she does not detect the ball coming in and ramming itself behind her right knee, forcing her into a kneeling position and allowing another ball to hit her in the left cheek, sending her down to the floor. _

_With the pain ridden girl down, the Doctor waves his right hand, which causes the balls to spread out and away from his young pupil. As both the Doctor and Clea approach MJ, she already is sitting up and pulling off her blindfold in frustration. _

"_Honestly! This is insane!" said a clearly fed up MJ, then looks up at both of her mentors. "I don't understand how you guys were able to do it!" _

_Clea, understanding MJ's frustration, gives the gentle girl a smile as she explains. "We did so by learning to use our other remaining senses, dear, as well as expect the unexpected." _

_The Doctor, still maintaining his stoned face serious look, decides to give his fair share of advice as well. "And the only way YOU can do it yourself, young one, is to clear your mind of everything else, staying calm and staying focused." _

_Though she agreed with her husband, Clea decides to add a little 'incentive' to MJ's training and encourage her to try harder. "After all, it is the only way you will be able to help Peter more effectively. And clearly see that's what you want to do most of all. Or perhaps…allot more?" _

_Upon hearing Clea's words regarding Peter, MJ's face turns bright red. "What?!" exclaimed the blushing girl. "Well, I...it's just that! Look, he's been my best friend forever, okay, and I just want to be there for him like good friends do! That's all!" _

_The Doctor soon places his hand on his wife's shoulder to put an end to her teasing. "Well, regardless, you'll have a better chance of doing so by completing your training. Now let's get back to it." _

"_Yeah, yeah, good idea!" MJ sheepishly replied as she quickly ties the blindfold back over her eyes and gets back on her feet." _

_At this point, the Doctor just gave a small smile, remembering on how he was once that young. Clea noticed this as well and grabbed onto his arm, to which makes the Doctor turn and give a warm smile. As they both walk away from MJ to get at a safe distance, the Doctor once again waves his hand and thus cause the balls to surround the redhead once again. And upon stopping at a safe enough distance, the Sorcerer Supreme gives his student this advice. "And remember; keep you both calm and your mind clear!" _

_MJ gives her teacher a nod of acknowledgement, then takes a deep breath to relax her muscles as she gets in a defensive stance, and upon standing ready, makes her mind as clear as crystal. _

_Moments later, MJ hears the whistling sound of one of the balls coming towards her from the left, and thus holds up her left hand to where she hears the sound and stops the ball from hitting her. She later hears another ball attacking from the front, to which she holds up her right hand and successfully stops it. Finally, she hears another ball coming at her from the right, thus prompting her to channel her energy into her left hand to create a small fire ball, then throws it at where she hears the ball coming, and burns it into dust. _

_The Doctor, upon seeing this vast improvement in his student, smiles in satisfaction at what he sees. "There, you see? It's as simple as that…" _

…Back in the present, MJ remembers her teacher's words, and remember her training well, she closes her eyes, and calms both her body and her mind as she stood and waited for Nightcrawler to emerge.

Sure enough, she hears the 'bamf' sound of Nightcrawler teleporting on her right side, as well as hear him breathe when he winds his fist back and throws a quick jab. With eyes closed and going by pure instinct, MJ uses her right hand to catch Nightcrawler's punch, then concentrates and delivers a left handed flying uppercut to the X-Man's jaw, which sends both of them high into the air. Opening her eyes and now in control, the levitating MJ then channels enough of her willpower into her right hand, then shoots a fireball at half strength, which hits and destroys Nightcrawler's belt buckle, but does not burn the X-Man himself. Nonetheless this attack is effective enough to cause Nightcrawler himself to vanish out of the fight.

"Yes!" MJ exclaimed happily, knowing that her training under the Doctor's tutelage did indeed pay off.

Meanwhile, both Spidey and Iceman still had their hands full in dealing with immensely tough Luke Cage.

At one point, Iceman shoots a small ice cycle at Luke's belt, only to have the street smart powerhouse show unusual speed of his own right by taking his right fist and punch downward, shattering the cycle before it could reach him. Through the corner of his left eye, Luke spots Spidey shooting a web-line from out of his left wrist, and thus uses his left hand to catch the web-line before it could stick to him, then pulls hard on his end, and in the process, pulls the Web-Head towards and crashing into Iceman.

"If you two want to take me down, you need to do something better than these cute little parlor tricks." said Luke as he threw away the webbing.

As Spidey struggled to get up off of the still disoriented Iceman, he looks past Luke and sees something that looks promising…a trash bin. This sparks an idea that Spidey a smirk behind his mask, and thus hops off of Iceman and lands in a crouching position. "Ask and you shall receive!" he said extending his left hand, then shoots a web-line past Luke and hits the bin. He then makes his move by pulling on his end with all of his strength, and in the process, pulls the pin towards the Power Man himself.

Unfortunately though, Luke looks over his shoulder to see the bin coming his way, then spins around and delivers a hard left jab, knocking the bin away it could even touch him. "Gonna need to be better than that too, little dude." said Luke as he popped his knuckles.

However, Spidey's crude tacking proved to be nothing more than a distraction. For a split second later, the Web-Head himself jumps up, then lands in a sitting posture over Luke's shoulders. "That's the plan!" said Spidey as he takes his left hand and shoots webbing in Luke's eyes, blinding him causing him to stagger around aimlessly.

Meanwhile, Iceman finally sits up and sees Spidey on the blinded Luke's shoulders, with the blinded Power Man now moving forward. This inspires the young Iceman to shoot another cryo-blast, but this time at the ground to create a sheet of ice. "Yo, Webs, time to get off the ride!"

Hearing Iceman's words, Spidey soon jumps off of Luke's shoulders and allows the powerhouse himself to unknowingly walk on and slip off of the ice and fall spine first onto the ground.

While in mid-air, Spidey looks down and sets Luke in his sights as he takes his left hand and shoots a web-line to the ground and right next to the fallen hero. He then zips downward, and winding his webbed-up right fist back, and he lands feet first on Luke's chest and throws a hard right straight punch into his belt buckle, causing the Power Man to vanish and takes him out of the fight.

As Spidey soon lands on the ground after Luke's defeat, he looks at his right fist to see that the webbing is now falling off after delivering such a blow, and thus begins to pull it off of his hand. Afterwards, he looks ahead at Iceman, who by this time is also back on his feet. "Nice move."

"Of course it was." Iceman replied confidently, and then spots something that turns his confidence into shock and concern. "Kitty!"

Hearing Iceman mention the X-Girl's name is enough to make Spidey turn in the direction his icy teammate was looking, and sure enough, he sees Kitty herself going toe-to-toe with Logan. _"Oh man!" _ thought the Web-Head and was just about jump in and help Kitty, but stops when he sees something extraordinary.

Meaning when Logan throws a right handed claw slash, Kitty catches his arm and uses his own momentum to help her deliver a shoulder throw, tossing her mentor to the ground.

As Kitty backs away to create distance between her and Logan, the feral X-Man himself stands back up on his feet, then lunges towards Kitty and throws a left handed claw slash.

Fortunately for Kitty, she manages to turn her body intangible once again and cause Logan to grow right through her.

After missing his mark, Logan's luck could only go from bad to worse, for he is soon stopped when Iceman fires two cryo-blasts at Logan's feet, binding him to the ground and preventing him from moving.

Seeing Logan's immobilization at an opportunity, Spidey decides it's time to put this exercise to an end and looks up to find the still levitating MJ in the sky and whistles to get her attention. "MJ, I need a lift!"

MJ hears Spidey's call, and looks down to see him waving his arms. "On my way!" With that said, she zooms down and grabs both of the Web-Head's hands, taking him up into the air. "Where to, Tiger?"

Spidey, keeping a good hold on MJ's wrists, tells her this while setting his sights on the immobile and struggling Logan. "Over to a grounded superhero slash psycho version of a gym teacher!"

"You got it!" replied a smiling MJ, who is also staring dead on at Logan and flies straight towards him.

Once he and MJ were close enough, Spidey decides to make his move by winding both of his feet back.

MJ could feel Spidey's backward movement, and deducing what he was doing, moved her arms to the Web-Head's rhythm, until finally, he pulls him upward.

Sure enough, both Spidey and MJ's teamwork pay off, for the Wall-Crawler delivers a powerful flip kick to Logan's chin, knocking the X-Man out of the ice and into the air.

While airborne, Spidey lets go of MJ's hands while he was above her head, the flips backward and once he was at where he was facing Logan, shoots a softball-size web-ball from out of both his wrists, then hits Logan's belt buckle, which instead of making him vanish just like his teammates, it causes the apocalyptic version of New York to disappear in a blinding flash of light, and changes back into the wide and empty training wooden training room, where Wong, as well as the previously defeated Nightcrawler, Iron Fist, Colossus and Luke Cage were waiting.

As soon as Spidey realized that the exercise was over, he was just about to shoot a web-line to swing to safety, but is soon caught into the arms of MJ. "Looks like you and I do well at kicking some butt together." She told the Web-Head flirtatiously.

"Y-Yeah, I'll say." Spidey replied sheepishly, with MJ's gorgeous smile making him blush behind his mask.

Back down below, both Iceman and Kitty see Spidey and MJ floating down safely to floor. And while Iceman seemed to think that they look quite well together, Kitty did not seemed pleased at all.

Moments later, both Spidey and MJ finally landed safely on the floor, with a somewhat shy Spidey looking at MJ with a rapid beating heart. "But hey, you did pretty well on your own, MJ. You were on fire, literally and figuratively."

Kitty, still not happy with Spidey giving MJ his full attention, decides to give this sarcastic remark. "Yeah, you sure were the 'star of the show', weren't you?"

Though MJ knew what Kitty really meant by this remark, and would normally give the X-Girl one of her own, but instead seemed to look inspired by what she and Spidey said to her. "Fire…star!? That's perfect!" " she said with her smiled growing even big than before, with how those two words just seemed to roll right of the tongue. MJ then looks at Kitty with a sly smile. "Thanks for the superhero name, Kitten."

Upon receiving this comment from the redhead, Kitty was now the one 'on fire', but for a completely different reason, meaning that she was now fuming with anger.

Iceman, however, seemed to see MJ's new name as positive. "Well, it does seem to fit." He admitted, but upon seeing both Kitty and the newly named 'Firestar' looking like they're about to clash, he fearfully backed away.

As for Spidey, he decides to come in between the two girls, despite being frightened of the tension the girls were creating. "Yes, yes it does!" he said quickly, though still scared of the 'death glares' that the girls were giving each other. "Which means, we can all agree that MJ getting a superhero name is an occasion in which we should celebrate, and more importantly, not kill each other, right?!" Sadly though, Spidey realized that his words were having no effect, for the girls were still deadlocked on one another.

However, before either Kitty or Firestar could even lay a hand one another, Logan comes into view with Nightcrawler teleporting him in front of the teens. "I agree with the bug. Especially since you all passed the test by doing the one thing we all have to do in order to win, and survive this war…work together."

Hearing Logan's words is enough to make the girls stop, think, and back away from each other. As such, causing MJ to remove her glasses to help her relax. "Well, he does have a point."

"_Oh thank you god!" _though Spidey as he let out a sigh of relief. "Yeah, he does…" Though he was grateful to Logan for actually defusing the situation between Kitty and MJ, Spidey still looked at the X-Man with an annoyed posture. "And speaking of 'points,' did you have try and drive the point of those claws through me in trying to teach the lesson of teamwork? I mean, seriously, my aunt's gonna freak once she sees…" as Spidey was about to show the scratch would Logan gave to him, he is totally surprised to see that while the claw marks were present on his costume….the wound itself was now fully healed. "What…?"

Wong, knowing what could have caused such a strange miracle, steps in to explain. "If you're confused as to why your injury has healed so quickly, you can thank the Key of Watoomb for that." Said the servant and causing an astounded Spidey to teach into look at the Key around his neck. "You see, once it has chosen its barrier, the Key can admit an energy which completely heals any wound the user may sustain. No matter how serious…or insignificant the damage."

And thus allowing a smirking Logan to give his explanation. "Which made it easier for me to use these." said the X-Man as he pops his claws back into his hands.

"Oh great, that's great." Spidey replied in a pleased, but still somewhat sarcastic tone, still annoyed at the fact that his costume was still ruined. "Well, aside from the obvious wardrobe woes, at least we don't have to worry about any more surprises."

**SUBWAY TUNNELS **

Through the darkened tunnels underneath the city, a fearful Dr. Conners makes his way through the damp passageways with only a flimsy map as his guide. As he takes another look at it, he looks ecstatic at what he sees. "Oh good, the entrance to Dr. Strange's sanctum isn't far." 

As Dr. Conners continued into the tunnel right in front of him, the ever patient and stealthy Kraven still hides in the pitch black corners and trails the scientist without his knowledge, and though feeling disappointed that this particular hunt was a waste of his talents…he was also glad that it will soon be over.


	37. Chapter 37

**DR. STRANGE'S CHINATOWN SANCTUM**

Inside the hallways of the sanctum, Spidey and the rest of the teen heroes were sitting up against the wall, where never before have they appreciated the time to rest.

Spidey, siting in between MJ and Iceman, stretches out and lets out a sigh of relief. "So glad that's over." said the Web-Head, and then removes his mask for comfort, revealing the sweaty and exhausted face of Peter Parker. "I think my bruises probably have bruises."

A relaxed Iceman soon reverts to his human form, that of the laid back Bobby Drake, and shakes his head at Spidey's comment. "Ah, always get complaints from the rookies."

Logan, who was standing right across from the teens but with his back up against the wall, almost like 'the top cat on the block' overheard Bobby's remark, and thus reminds the young X-Man by saying this. "That's funny, Drake, 'cause back in the mansion, I remember you belly-achin' after every training session! Even after you first!"

At this point, Bobby finds himself at a loss of words, having macho moment being ruined. "Yeah, but only when the exercises got harder!"

Peter, not fooled for a second, smirked at Bobby being humbled. "Sure it did." he said sarcastically, but then looks down at the claw marks still present on his shirt. "But I'm hoping you guys were still careful with each other's wardrobe."

MJ was the closest to Peter and saw the claw marks. And though grateful that the Key was able to heal him, she still worried about him, knowing that his status as the 'Ultimate Hero' would bring about greater dangers.

Wong, on the other hand, lets out a sigh after having heard enough of Peter's complaints, and thus decides to walk over Peter and kneel down to him. "Here, sit up and allow me." said the Doctor's reserved assistant, and as the confused young man does so, Wong waves his hand, and the elastic material began mystically re-seal the openings on their own, and seconds later, the claw marks were gone.

"Whoa…" said a clearly stunned Peter, then looks up at Wong with astonishment still present on his face. "Uh…thanks."

"Yes well, I've feel that such improvement of skills should not go unrewarded." Wong replied to Peter in order to 'sound nice' to mask the real reason for repairing the suit was to make Peter stop talking. But soon changes his demeanor to a more serious one as he tells the young man this. ""But please do well to remember that fabric maybe easily salvageable, YOU are not."

MJ, sounding just a concerned for Peter's well-being, decides to help sell Wong's words by grabbing Peter's arm, successfully getting his attention. "I second that Peter Parker."

Feeling the beautiful red-head squeezing his arm is enough to make Peter blush. "Don't worry I'll be careful." he said to MJ with a shy smile, then turns and looks up to Wong with a more serious expression. "And trust me, of all the things that are on my 'important things to do list, dying is not one of them."

"That is good to know." said Wong with a small smile, but then sees something through the corner of his eye that has the normally calm assistant scared.

Both Peter and MJ seemed confused as to what had Wong spooked, and as she sits up and turns to where he was looking, they're eyes grew wide with fright.

And what they saw….was that of the two older women were May Parker and Madeline Watson, who sees both MJ and Peter sitting down and soon walk over to them. "There you are!" said May in a relieved tone at Peter.

However, Madeline had still not fully forgiven Peter for MJ getting shot and thus gives him a dirty look. Moments later, she turns her attention to her daughter. "So, we take it you're done?"

A slightly embarrassed MJ lets out a sigh before answering. "Yeah, Mom."

"Well, that's good to know." May replied with a relaxed smile, then she and Madeline turn to both Wong and Logan and they give them an evil glare. "And I trust you gentlemen weren't bad tough on these kids?"

Both men both froze with fright upon receiving the combined 'evil eye' from May and Madeline, and it's the usually tough as nails Logan who tries to answer. "Yeah…barely got a scratch." Logan muttered, avoiding the death glare while thinking this. _"I'm starting to miss fights with Magneto and Sabretooth right about now." _

At this point, both Peter and MJ use their hands to hide their faces in shame at the ladies behavior. "Oh my god..!" whispered an embarrassed MJ .

Peter, just as humiliated, whispered this back to her. "Yeah, fighting Osborn is starting to sound pretty good right now."

Both women then turned their attention away from Logan and Wong and back to Peter and MJ, causing the two teens to sit up straight as if to stand in attention. "Well then, let's go ahead and eat dinner, because I am starved" said May, regaining her pleasant demeanor. "And I'm sure you kids must've worked up quite an appetite."

Though not particularly fond of how his Aunt May was 'babying' him, she was right about his fight with Logan making him hungry. "Well, she does have a point there." Peter said to MJ.

Wong, though still intimidated by May, let's out a chuckle from Peter's statement. "How true, and now that the exercise is over, I must return to my duties to this house and prepare for dinner."

MJ soon looks at Wong with curiosity. "Wait, won't you need help, Wong?"

Though he knew that MJ just wanted to help, Wong gives her a confident smile. "Fear not, young one." he said as he held up his hand, with a flick of his wrist, he used a small amount of magic to create a Chinese spatula to appear. "As you young people say 'I've got this covered.'"

MJ giggled at Wong's reply, feeling that he must've picked up on her modern speech while she was training with the Doctor. But nonetheless, she didn't mind, for she respected the hard working assistant all the same.

Also smiling at Wong's witty modern reply was Peter, and believed when he said he could handle cooking after witnessing him using mysticism to repair his costume. However, he does notice something odd when he just now realizes that one member of his 'winning team' was missing. "Hey, where's Kitty?"

Though he was reluctant to answer this, Bobby nonetheless did so, as a way to return the favor of how well they worked together in their training exercise together. "I think she said she was going to the library."

Peter seemed puzzled as to why Kitty would be there, but nonetheless, decides to at least find her. "Well, I guess I better go find her and let her know that dinner's almost ready."

Before MJ could interject, her mother Madeline decides to chime in. "Yes, that's a great idea!" she said grinning, seeing this as a chance to keep Peter away from her daughter, he looks both embarrassed and disappointed. "Please, go get her! I'm sure her mother is just dying to see her!"

Though May was annoyed at Madeline's not-so innocent way of preventing Peter from walking with them, and more specifically, with Mary-Jane, she nonetheless maintains her composure as she said this. "And like her, we don't want the both of you to be late so you can tell us all well you did. So hurry up."

"Yes ma'am" Peter told his aunt then quickly sets off to the library to find the missing X-Girl.

As May and everyone follow Wong to the dining room, MJ takes a moment to look back with at Peter with both sadness and envy, for not only did she really wanted to be with Peter, she also didn't want him to get to close to Kitty when he found her. And to make this more irritated, she knew that her mother would be watching like a hawk, and quite frankly has so ever sense she returned from getting shot and training to control her awakened powers. Therefore, she decided to wait until she could get out of her mother's sight so she can sneak away and follow Peter to the library, and not only prevent him and Kitty from getting 'too friendly'…but also finally make a move take Peter for her own.

**SANCTUM LIBRARY**

Inside the room with numerous books, be it about magic, works of fiction, or encyclopedias, Kitty Pryde is seen sitting on a sofa reading a copy of 'The Lion, The Witch and the Wardrobe." A book that was first introduced to her on her first day in the Xavier Mansion, and as she read it page per page, letting words tell her the story she has long sense grown to love, she also couldn't help but let the good memories she had with her fellow X-Men back at the mansion fill her mind.

Moments later, Peter arrives at the library, and after taking a moment to bask at the numerous books on display, he finally sees Kitty reading and decides to greet her with his usual witty banter. "So, cuddling up with a good back after, you know, avoiding getting killed?"

"Something like that." Kitty replied. "What brings you down here?"

"Oh, just wanted to come down and let you know that Wong is getting dinner ready." as Peter walked closer, he takes notice to the book the X-Girl is reading. "And THAT is a great book, by the way."

A faint smile stretched across Kitty's face. "I know, I used to read it all the time back at the Mansion, before…well, before all of this."

"Yeah, that's what I'd rather be doing, right now." Peter told her as he sat down on the couch next to her. "Reading great stories, heck even science and text books as oppose to learning how to punch somebody in the face, because hey, high school sure sounds allot better than getting chopped up into suchi by…" in the midst of his rambling, Peter soon notices Kitty clutching the book hard and close, as well as looking as if recalling terrible memories. "Kitty, are you okay?"

"I'm fine…" Kitty snapped with her voice breaking, and as hard as she tried, she couldn't fight back the tears streaming down her face. "I…I'm sorry, I…."Finally, after trying to hold it in, the usually chipper and headstrong X-Girl finally breaks down.

Seeing his new friend in pain, Peter wraps an around her in comfort as she quickly sobbed in his shoulder. "Hey, hey, Kitty's it's all right." he said holding her gently and allows her to wrap her arms around his neck and hold him tightly. "Kitty, what's wrong? You can tell me…." As Peter speaks to her gently, he could feel Kitty tightening her grip around his neck, somewhat choking him. "But, please spare the neck in doing so."

Kitty, realizing that she's choking Peter, soon let's go of him and backs away. "Sorry." she said concerned, seeing him rubbing his neck.

"No problem, just reminds me that your allot stronger then you look and I should stay on your good side." Peter quipped, and is glad to see that he managed to get a small giggle out of Kitty. "But really, what's bothering you? You can tell me, really."

After taking a deep breath and wiping the tears from her eyes, Kitty looks at the book one final time before she opens up to the young man. "I'm sorry, it's just…as much as I love this book, it also reminds me of the worst day of my life. Because, I was reading this….on the day the Xavier Mansion was invaded and the Professor, as well as half the team were captured."


	38. Chapter 38

**SANCTUM DINING ROOM**

As Wong was in the kitchen, using his magic to aid him in preparing the grand meal, May Parker, along with Mary-Jane, Madeline and the rest of the people were beginning to settle in.

Theresa Pryde, Kitty's mother, was just setting up her last plate when she looks around and appears worried that she hasn't see her daughter arrive. "Where is Kitty?" she said getting somewhat agitated. "I'd thought she and that Peter Parker boy would be here by now?!"

May soon decides to step in to ensure her of Peter's reliability in getting Theresa's daughter. "Now now, I'm sure Peter's still finding her."

Madeline, however, was not so supportive of her friend's nephew. "Well, seeing is how this is a big place, I'm sure he got lost."

Though not agreeing with her mother's statement, MJ saw this as an opportunity to finally leave the dining room and find Peter. "I'll find him!" MJ exclaimed enthusiastically, then levitated up and flew out of the dining room at full speed.

Needless to say, this did not sit well with Madeline. "Mary-Jane…!" she called, but is held back by May.

"Calm down, I'm sure she'll have better luck finding them." May told the worried Madeline, though silently worried over whether or not Peter was lost.

**LIBRARY **

Peter stood in total shock on the sofa he shared with Kitty, hearing about the day that half of the X-Men, as well as their leader Professor X were captured. "What?!" he exclaimed, having a hard time believing that a team that could produce good fighters like Kitty, Bobby and Logan could be able to capture.

Though the memory of that sad day still felt like a knife slowly making its way down to heart, Kitty still gathered as much courage as she could to explain. It was two days after Osborn became President, and at first, it seemed like a pretty peaceful, and what some would call a boring day. But, in this life, boring is good. I mean, no Magneto or Brotherhood causing trouble, just your typical day. But then, Osborn's lackeys made their move…"

**XAVIER INSTITUDE FOR GIFTED YOUNGERS; WEEKS AGO**

Kitty soon flashes back to the sad day that the Xavier Mansion, a place that she had considered her second home, was soon flooded with Guardsman vehicles.

Inside the mansion was far worse. For in his study, the bald headed, wheel-chair bounded, but world renowned Professor Charles Xavier is out of his wheel chair and lying on the floor….with his chest smoking from taking an energy blast. But the pain he felt on his chest was nothing compared the genuine heartbreak he was experiencing. For the person shot him with an energy blast…was that of one of his own X-Men!

"_**And to think," Kitty narrated, with anger building in her voice. "That they were able to do it…because we were sold out by one of our own." **_

As Charles tried to sit up, he looked up to see the two Ultimates, Jack of Hearts and Ezekiel Stane, who wore Tony Stark's Iron Man armor at that time. And right in between them was the X-Man who gave them the clearance codes to enter the mansion. More specifically, the first X-an and visor wearing field leader of the brave mutants….Scott Summers, otherwise known as Cyclops!

"_**We still don't know how he managed to fool the Professor for so long, but one thing was for sure, the fact that he just screwed us over all the while making us think that he was the big brother of the group, it hurt more than any attack from any villain or killer robot we faced." **_

As the Professor laid there, still hurting from Cyclops' famous optic blast, another X-Man was in the room. It was that of Adrian Blare, a.k.a. the Dazzler, who by this time was holding her abdomen in pain after receiving one of Cyclops' optic blast herself and was sent flying into the bookcase.

While recovering, Dazzler sees Cyclops and gives him a look of pure disdain. "You…" she said with anger building, then concentrates and creates a small ball of light in her hand, ready to throw it at her former teammate. "You backstabbing son of a…"

In a split second, Cyclops whirled around and fired another blast from his visor, hitting Dazzler in the hard in the chest and back down onto the floor.

Though dazed and disoriented, Dazzler tries to sit back up and attack again.

However, 'Iron Stane' sees this, prompting hi m to hold up his right hand gauntlet and fires a small dark hits Dazzler in the shoulder, causing her to feel woozy and lose consciousness. "Nice shooting, Mr. Summers." Stane told Cyclops, who turned and began to walk off without word.

Seconds later, however, he comes to an abrupt halt when he suddenly feels his body completely frozen stiff, as if under some divine power.

Jack of Hearts is alarmed by this, and was just as shocked when he couldn't move his body either.

And the reason for this strange circumstance was that of Charles Xavier, who uses his telepathy to control the bodies of Cyclops and Jack of Hearts, then tries to have them subdue Iron Stane himself, who the Professor found out was immune to his powers due to the helmet he was wearing.

Sadly, Iron-Stane proved to be too fast, and dispatches the fallen professor by firing another dart and thus sedating him and releasing his hold both Cyclops and Jack of Hearts. "_My X-Men…"_ thought the dizzy Professor, trying to stay away. "_I'm…I'm sorry…"_Finally, the drugs were just too powerful to resist, and thus Charles passes out into unconsciousness.

However, Iron-Stane and his comrades were soon about to receive another surprise in the form of Beast, who by this time was in the hallway dealing with four Guardsman. The blue furred X-Man easily disposed of these armor enforcers by jumping up and wrapping his legs around the neck of the Guardsman right in front of him, then performs a back-flip, and in turn, uses his strong legs to the Guardsman right into his three comrades at the front door. Unfortunately, however, it was when Beast lands on all fours when he noticed the Professor and Charles lying unconscious on the floor. "NOOOO!" he yelled, then made his move by jump up, ricochet off the top of hand rail, then a wall and ends up in the office, where he lands on top of the Professor's desk. With Iron Stane in his sights, Beast soon jumps off of the desk and heads straight towards the armored Ultimate.

Unfortunately, Cyclops sees this, and fires an optic blast which not only hits Beast, but sends him flying to the right side of the office and hitting the wall.

As Beast slumped down hard on to the floor and sat there loopy, he makes one attempt to stand up, only to be stopped when Iron-Stane fires a small dart and hits Beast in the neck, causing him to fall to the floor in a deep sleep.

"Well, that's three of them." said Iron-Stane as he pulls his gauntlet back, then turns to Jack of Hearts. "Check to see if the other X-Men are accounted for."

Before Jack of Hearts can fulfill that order and use his com-link to radio the Guardsmen squad captain, Cyclops stops him from making the call by saying this. "They're not...or at least, not yet. I helped trained them, remember? But don't worry; I have an idea where they are right now.

Meanwhile, below the lower lower-levels of the mansion was the hanger for the black bird, where the remaining X-Men were involved in a shootout with numerous Guardsmen. Here, Iceman is seen creating an ice made wall acting as a shield to block incoming laser shots, while the two X-Men, Storm and the red headed and beautiful Marvel-Girl, Jean Grey returned fire, with Storm firing lightning bolts from her hands, and Jean shooting psychic force blasts from her forehead, a tactic taught to her by the professor that she didn't really enjoy, but in this circumstance, she had no choice.

Behind the wall, Iceman is begging to tired as he shoots cryo-blasts at the wall in order to strength it, which nonetheless caused worry from the two brave women of the X-Men, forcing Storm to yell this at her teammates inside the jet. "Logan, I strongly suggest you hurry up."

Inside the jet, namely the cockpit, both Logan and Colossus were starting in the process of starting the jet's engines, while Kitty is helping Nightcrawler, who earlier on was hit by one of the Guardsmen's stun blasts, sit in one of the seats."

Logan finally flips the last switch, causing the jet engines to start up, thus prompting him to look over his shoulder to address his teammates outside. "We're ready! Get yer asses in here!"

Back outside, Iceman was weakening to the point where he was partially in his human form of Bobby drake when he hears the news. "I was…beginning to worry."

Jean, after shooting a force blast and hitting Guardsman, answers this to the fading Iceman. "That makes two of us."

"_**And that was also the day I saw someone die. I mean, I guess in the back of my mind, I always knew it would happen, being a superhero and all. But never in my wildest dreams would I see it happen to one the people who made me feel at home when I first came to the mansion." **_

As the Guardsmen continued shooting at the ice wall, Iron-Stane, Cyclops and Jack of Hearts finally arrive at the anger, with Iron-Stane letting out a sigh of frustration at seeing his men having trouble getting the wall down. "We don't have time for this." said the irritated Ultimates leader, who then charges up and takes aim with his repulser gauntlets. Evidently, both Cyclops and Jack of Hearts agree with Iron-Stane's statement, thus causing Jack of Hearts to hold up and charge his right hand and Cyclops to place his right hand on the trigger button on his visor. At that moment, all three men fired a powerful combined blasts and end up finishing the Guardsmen's work for them by destroying the ice wall.

As the smoke and vapor cleared, it showed that the X-Men defending the blackbird were on the floor and in a daze. Until it was the fully human Bobby Drake sees Cyclops and uses what strength he had left to stand up, and charge his right hand with the intent of giving it Cyclops, but is soon dispatched by the traitorous former X-Man shoots one blast and hitting Bobby in the chest, knocking him off of his feet an onto the floor out cold.

"No!" Jean yelled then turns to Cyclops with a sorrowful expression. "Scott, please stop this! You know this isn't the way!"

"That's what I've been thinking for years, Jean!" Cyclops replied bitterly. "But the Professor's so blinded by his little dream of mutants and humans living together in harmony that he can't see how the world really works! Magneto, the 'villain' we've been fighting against for years, he was right all along! Mutants are the future! And if helping Osborn is the only way to free him so he can create a future for our kind! A future that I want YOU to be a part of, so be it!"

Jean couldn't believe what she was hearing from the man she loved. Someone she gave her heart and soul to. And in return, she turned his back on her, as well as the only family she's ever had since leaving her parents' home at such a young age. And looking at Cyclops with a mixture of pity and disgust, she gives him this answer. "It doesn't sound like a future I want to be part of."

Storm, having heard enough, steps in with her left hand extended. "Neither do I!" said the weather goddess of the X-Men, then shoots a lightning bolt and hits Cyclops in the chest, sending him flying and back into the wall. After dispatching of the back stabbing Cyclops, she later takes aim at Iron-Stane and fires another lightening blast at the armored Ultimate himself.

Unfortunately, Iron-Stane spots this, then holds up his right gauntlet and produces an energy based shield, successfully blocking the bolt.

This also leaves Jack of Hearts open to charge up his left hand and shoot an energy beam, hitting Storm in the abdomen and knocking her down. After taking down Storm, he soon realizes that she was too powerful and too big of a threat to let live. As such, he charges up his right hand until it turned blood red. It was an attack he personally called 'the stacked deck', to which one hit from it would kill any person instantly. As he watches Storm trying to stand up, painted faced Ultimate takes aim and fires the blast.

Jean, upon seeing that her teammate was in trouble, quickly stepped in front of Storm, and takes the blast in her back, causing the exposes flesh to turn red.

Storm looked on in pure horror, after watching Jean 'take the bullet' for her and felt her heart break as she watched her friend fall to her knees, then face first onto the floor.

Back in the blackbird, the X-Men that were inside the jet saw Jean's brave sacrifice, and two that were hit the hardest were that of Logan and Kitty. "NOOO!" they yelled, and were just about to jump in and help her.

However, they soon find themselves unable to move by a strange force, and that same force actually began turn the knobs and switches to get the jet ready.

That force was being made by the mortally wounded Jean Grey, who at this point was using her telekinesis to left a struggling Storm up in the air to straight into the jet. _"I know what I'm doing…" _she tells her fellow X-Men telepathically as she puts Storm into one of the jet. She then proceeds to pick up the unconscious Bobby and place him with her teammates. _"…This is the only way. I love you all!" _

Before she could even get Bobby inside the jet, however, Jack of Hearts takes aim with his blood red glowing hand and fires, hitting Jean in the head and turning her beautiful face into a hairless crimson shriveled skull. And it wasn't long before her entire body turned into a skeleton like husk in the process.

Sadly though, with Jean's death at the hands of Jack of Hearts, Bobby didn't even make it into the jet, for his unconscious body falls and was caught by two Guardsmen.

Logan, from inside the jet, and Cyclops, who at this point was beginning to recover from Storm's blast, both saw what just happened to the woman they both loved and could only scream this in anguish. "JEAN!"

After he, along with the rest of the X-Men were free to move, Colossus takes the pilot seat, and begins to close the hanger door to take off. For as much as it pained him to leave Bobby with the enemy, he knew there was nothing that could be done for him now.

Kitty, after watching Jean die right before her eyes, did not want Bobby or the rest of the X-Men still inside to Iron-Stane and his men. "No wait, don't leave them!" she yelled as she get up and run out of the jet, only to be held back by both Logan and Storm.

"Rasputin!" Logan yelled to Colossus while trying to restrain Kitty. "Get us the hell out of here now!" The feral hated giving that order to leave his teammates behind. But deep down he knew, that he, as well as the 'allies' that waited outside would have a better chance of helping them if they weren't prisoners.

And so, while trying to hold back his emotions, Colossus complied and flew the jet out of the hanger to the secret pathway which led to the launch way, and plowing through the secret doors in the school basketball court, sending a few Guardsmen all over the place as a result. Once in the air, Colossus activated the cloaking device, which not only turned the jet invisible, but also let them undetected from any of the Guardsmen's radar systems.

Back inside the jet, and now grief stricken Kitty Pryde was still trying to get out of the grip of both Logan and Storm. "Get off of me!" Kitty yelled hysterically, and was just about to phase out of the two X-Men's arms. She is prevented from doing so when she felt a sharp pain in her neck from Logan pressing down on a pressure point, causing the X-Girl to grow dizzy and fall unconscious into Storm's arms.

**SANCTUM LIBRARY: PRESENT DAY**

A saddened Kitty rubs the pressed spot on her neck after telling Peter the story of that dreadful day. "And that was the last thing I remember."

"My god…" said Peter in both disbelief and legitimate sadness. "Kitty, I…I'm sorry."

"It's okay, it wasn't your fault." Kitty replied then lets her sadness built into anger. "It's Cyclops, as well as his fellow patsies of Osborn! I mean, we should have…" At that point, Kitty just barely managed to stop herself from exploding and took a moment to calm down before continuing. "Sorry. But anyway, after we escaped, we met up with one of Logan's old martial arts buddies, Daredevil, who had just began starting the whole underground resistance thing, then stormed into the Vault and…" At that point, she looked at Peter, and still could help like what she saw behind the mask. "…met you."

Seeing a cute girl like Kitty made Peter blush a little, as well as make him scratches his head and chuckle sheepishly. "Uh, yeah, but hey, that night we did save the other X-Men! As well as your mom, my Aunt May, as well as other people being held there."

"Yeah, but not the Professor." Kitty replied sadly. "I mean, I can't explain it, but I know he's alive! I can feel it! But I just know that Osborn is having…horrible things done to him, and I…I just.."

Seeing that Kitty was about to break down again, Peter grabs both of her shoulders so he can talk to her face to face. "Hey, don't think like that, especially since we all need to be strong here! And like I said, we saved the rest of the X-Men, so we can, and WILL, save the Professor! But in order to save him, as well as everyone else in the country, the whole WORLD, we all need to be strong here, okay?"

Kitty couldn't explain it, but when she looked into Peter's eye, seeing so much inner strength and determination, it not only made her heart race, but she found herself daring to believe him. "O…okay."

Realizing that his hands were on her shoulders, Peter quickly pulls her hands away out of shyness, but quickly reverts to his caring demeanor. "But yeah, I think we have a better chance of saving everyone with you on board. I mean, a girl that can easily kick Logan's butt, that's definitely a plus!"

Kitty giggles at Peter's comment, knowing that he probably just said that to get her spirits up, and to her amazement, it worked. "Not always, but that's still sweet of you." Moments later, she points to the Key of Watoomb that Peter was still wearing, as well as subtly moving in closer to him. "I think I see why that thing picked you to begin with."

A flattered Peter takes the key and looks at him with a sigh. "Yeah, well, I guess it's because of my magnetic personally."

"Well, that…" Kitty said in a light hearted tone, while still staring at him with googly eyes. "But also because of your heart, which is obviously as big as your brain, both in which make a person that I'm happy to get to know."

"Thanks…" Peter replied with a small smile while still looking at the key, but still finding comfort in those words since first becoming the 'ultimate hero' that is supposed to stop Norman Osborn's tyranny and save the planet. "But you know…"

Suddenly, when Peter turns to face Kitty, the X-Girl surprises him by finally gathering every ounce of courage in her and kissing him on the lips.

Though surprised, Peter rolled with it, leaning into the kiss.

While this went on, MJ had just walked in to see if she can find Peter and Kitty, only to receive a shock to find them kissing. Needless to say, this comes as a total shock to red hearted girl, which causes her body to go numb, but also feels her heart shatter into pieces! Having seen enough, she turns around and runs out of the library, with tears streaming down her face.

As Peter continued kissing Kitty, he finds himself not thinking of the X-Girl. But rather the girl he has on his mind is the beautiful redhead whose been his friend since the beginning….Mary-Jane! Upon realizing what he was doing, Peter grabs Kitty's shoulders and pulls away. "Kitty, hold on!"

"What is it?" asked a shocked Kitty, then goes to ask him with a worried look. "Too fast?"

"Yes! I mean no, I…." the flabbergasted Peter takes deep breath to calm himself then goes to explain. "Look Kitty, I'm flattered that you feel that way about me, and you are really pretty! Believe me! But, the thing is….I love someone else."

Kitty knew the name of who Peter was talking about, but still felt compelled to ask him anyway. "…MJ?" After receiving a nod from the young man response, a disappointed Kitty lets out a sigh. "I figured."

"Yeah…I'm sorry, Kitty." Peter told the X-Girl, hating the fact that he had to realize his love for MJ, he had to hurt the girl standing before him.

Though despite having her advancements turn down, Kitty still looked at Peter with a smile. "No…don't be." she told him. "I kind of a feeling, but at the very least, you know how I feel. And…I'm really hoping you don't hate me."

"No! No, not at all!" Peter replied. "In fact, I could always use good friends like you!"

"Well, I guess that's fair." Kitty replied, still disappointed, but at the same time, feeling a bit relieved. For at least she could be a part of Peter's life as a friend, as opposed to not being part of his life at all."

"Thanks for understanding, Kitty." Peter tells her softly then stands up off the couch. "Now come on, everybody's worried and hungry, and seeing you is the only way to end both!"

With a small smile, Kitty stands up with Peter. "Lead the way, bug boy."

Now with Kitty in tow, Peter then walks with the X-Girl out of the library. As they make their way to the dining room, Peter secretly thinks this to himself. "What other surprises are next?"

**SUBWAY TUNNELS **

After roaming the sewers for so long, the nervous Curt Conners looks straight ahead and sees what he's been looking for. It was the secret underground passageway leading into Dr. Strange's Sanctum, with Beast himself waving the scientist in and with two S.H.I.E.L.D. agents guarding the door. "Oh, thank god!" Curt muttered happily, then runs over to greet the guards, yet still oblivious to the fact that Kraven is still following him in the shadows, and holding one of his knives, anxious to finally bring, in his mind, this pitiful excuse of a hunt to an end.


	39. Chapter 39

**SUBWAY TUNNEL/SANCTUM SECRET ENTRANCE**

After searching through the damp tunnels for so long, Curt Conners finally felt relief and salvation as he ran towards Beast and the two guards looking for the entrance.

As the agents draw their rifles at Curt, Beast quickly holds up his arms to prevent them firing. "Easy gentlemen, he is someone that I'm expecting."

Though still weary, the guards nonetheless put the guns away, and allow Curt to approach Beast. "You had me worried there a moment there, Curtis."

"Yeah well, it's a maze down here." Curt replied, trying to be humorous to mask his nervousness. "But thanks for meeting me, Hank. Is Captain America here too?"

"Unfortunately, no." replied a disappointed Beast. "He, along with the rest of the leaders, are still strategizing on our mission to stop Osborn."

"Well, if you can, tell them I need to see him!" Curt tells Beast with urgency. "Because I have something that help you in bring Osborn down for good."

As Curt begins digging through his pocket to show what Beast what he meant, he inadvertently drops a piece of paper out of his pocket and onto the floor.

Seeing this, Beast picks it up for his friend, and upon glancing at it, he saw that it was a scientific formula done in Curt's hand writing. "Something that you're working on?"

Hearing that question, Curt looks at Beast holding the paper, and looked relieved when he saw that the blue-furred X-Man caught. "Oh yes, I've been studying my…'condition', and that a formula that I think can help me keep under control it."

"Condition?" asked a confused Beast, and then his eyes grow wide when he pieced together what Curt was referring to. "My god, Curt, please tell me you didn't actually go through with that regeneration project of yours! You know it's…"

"It doesn't matter now!" Curt chimed in, and then pulls out what he was searching for…that being a black flash drive. "What matters is what's in this!"

Though he hated the idea of his fellow scientist and friend putting his health to the way side, a sighing Beast nonetheless took the flash drive. Suddenly, the conversation between the two scientists is brought to a halt when two African themed knives come flying out of nowhere and stab both the agents in their necks, causing them to gag and gargle in their own blood as they fall into the sewer water, completely lifeless.

This grizzly sight caused both Curt and Beast to spin around, and see that the one who threw the knives was that of Kraven the Hunter. "Pardon my rude entry, gentlemen." Kraven said with a smirk. "But I'm afraid I cannot let you have that worthless piece of technology. Nor can I allow Dr. Conners to live."

Needless to say, Kraven's presence had Curt spooked. "No…oh dear go, no!"

Beast, on the other hand, remained vigilant as he placed the drive inside his pocket and pushes the frightened Curt behind him. "Curis, just remain calm and follow the pathway to your left, it will lead you somewhere safe." said Beast, not taking his eyes off of Kraven, and though reluctant at first, Curt followed the X-Man's advice and ran down the pathway as instructed. Meanwhile, the blue furred scientist stood in a posture that looked ready for attack, but also did not look threatening. "I offer you a chance to surrender peacefully, friend. And I assure you, in our custody, you will be treated with mercy."

Kraven, however, reached behind his back, withdrawing twin machetes. "And here is MY offer monster: You surrender Conners to me, or your hide will line in my wall of trophies!

This threat can only make Beast shake his head a sigh. "So much for diplomacy."

"In the art of hunting, there is no such thing!" Kraven barked, then dashed towards Beast with weapons in hand.

Standing ready, Beast manages to dodge a right hand rising slash from Kraven by leaning to the left, then shows his remarkable agility by standing on his left hand and throw a right legged side kick to the hunter's side.

Though reeling, Kraven manages to use his right leg to push himself off of the wall and lunge towards Beast once again, this time, using the machete in his left hand to attempt to take the X-Man's head off!

However, Beast sees this and once again puts his quick reflexes to good use once again by ducking and running under Kraven on all fours like a gorilla. After stopping himself, the X-Man looked over his shoulder to see Kraven turning around and chasing him with his left machete over his head and with the intention of cutting him in two. Acting fast, the blue furred x-Man stands up on his right hand, then throws a left legged back heel kick, knocking the machete out of Kraven's hand. Still turning, Beast then stands on his left hand and throws a right legged round kick, nailing the Hunter in the side of his head.

Despite taking such a strong blow, Kraven turned and rolled with the kick, controlling his fall then rolling back on his feet. Afterwards, the Hunter turned back to face, Beast, who had also hopped back on his feet, and throws his last remaining machete at him.

Seeing this coming, Beast instinctively performs a back-flip, and narrowly misses the machete. After landing on his feet, the X-Man sees Kraven running towards him and throwing a right cross, to which Beast holds up his right arm and blocks, and attempts to counter attack by throw a left hook.

However, Kraven proves to be just as quick and holds up his left arm to block the blow. Moments later, both he and Beast interlock each other's knuckles and take part in a test of strength, with on trying to overpower the other and bring him to his knees.

"Such…strength!" muttered Kraven. "Like that of the great ape! Perhaps this hunt will not be a waste of my talents after all."

Beast, still surprised how an ordinary man such as Kraven possessed such strength, nonetheless pushes forward and looks the hunter dead in the eyes. "How flattering."

For Curt, the sight of seeing his friend and colleague taking on lion-clad assassin that just killed two people is almost too much to take. So much so, that he begins to feel incredible pain in his sides, forcing him to his knees. While wallowing in agony, Curt also begins to feel the strange of sensation of his amputated arm…growing back in its socket! And as he looked down, he is shocked and horrified to see that while his arm did return, it was not human…but that of a scaly and with claws like that of a reptile. _"Oh lord, please not now!" _he thought after seeing his new hand, but soon lets out a loud scream as he felt his pain increase, as well as his entire body! Moments later, the scientists screams are soon replaced by deep, animalistic roars, which caught the attention of both Beast and Kraven, who stopped wrestling and turn to see that the one armed scientist Dr. Curt Conners had now transformed into a seven foot, roaring, humanoid Lizard!

This is was more than enough to make Kraven say this in his native Russian. "What in the world?!"

As for an equally shocked Beast, he could only let out these two words. "Oh dear."


	40. Chapter 40

**SANCTUM DINING ROOM **

As Logan, May Parker, and the rest of Avengers and their civilian family members sat anxiously waiting for Peter, Kitty and Mary-Jane to come in so they can start dinner, Logan begins to hear a beeping in his pocket, which was coming from the com-link that he removed during the earlier training session.

Alarmed by this, Logan quietly gets up from his seat, walked over to the corner to put the com-link in his ear and answer it. "Logan, here, what is it?"

On the other end, there were sounds of Beast grunting, as if he was wrestling with something. "Logan, I could use…some assistance!"

"Hank?" whispered a worried Logan. "Well, where the hell are ya?"

"I'm near…the subway entrance, right next to the lab!" replied the still struggling Beast. "Logan, please hurry and…" Suddenly, Hank's transmission is abruptly cut off.

"Hank? Hank!" Logan answered quietly, but received no answer. Now more worried than ever, the feral X-Man began to look around for people to take with him to help Beast.

As he looked around, he saw that Nightcrawler, Luke Cage and the rest of the adults that helped him train Spidey and the teens were nowhere to be seen, but then remembered that they had to leave to assist agents in bringing in more rescued civilians.

After letting out an aggravated sigh, he looks through the open doorway to see Peter and Kitty walking down the hallway to come into the dining room. From then on, looks around to see Bobby chowing down on food that Wong presented him and realizing that he has no choice, he walks over to Bobby to take with him to save Beast, and along the way, get Peter and Kitty. "Drake, get up! We got a situation!" Logan whispered, all the while the teen still had food in his mouth. Afterwards, he turns his attention to Wong. "Wong, since Cage and the others get here tell them I took the kids with me to Sanctum entrance to save Beast and to get there pronto!"

"What?" asked a surprised Wong, then looked around hoping that no one, especially May, Madeline and Teresa Pryde, heard him, after seeing that apparently no one did, he whispers this to Logan. "But what of Ms. Parker and the rest of the parents?"

"Stall 'em! I ain't got time to explain this!" Logan replied then grabbed Bobby by his arm to sit him up, barely giving him enough time to swallow his food.

"And how do you propose I do that?" asked a somewhat skeptic Wong.

"I don't know! Do a dance, sing a song, hell, use your magic to pull a rabbit out of nowhere!" Logan answered in an irritated tone. "I don't care; just stall 'em!" After giving that order, Logan soon drags Bobby away from the table and begins to lead him out of the dining room.

Wong shakes his head as he watches Logan leave the room with Bobby, all the while, May, Madeline and Theresa to look at him with worry. "Wong is everything all right."

Knowing that he must now act fast, Wong spins around and waves his right hand to place May and the rest of the parents into a trance-like state. Afterwards, he turns, and upon waving his left hand, he creates two mystic life-like duplicates of Peter and Kitty at the doorway, and mentally makes them walk towards the table.

With the duplicates now created, Wong turns back to the entranced parents, waves his right hand again and brings them out of their hypnotized state, causing them to shake their heads and look confused, as if someone had pressed the pause button on them.

The first one to notice the duplicate Peter and Kitty was May, who seemed both relieved to see that they were have finally arrived. "Well, about time you two got here."

Wong then has the Peter duplicate answer May by seeing this. "Sorry we're late." From then on, he along with the Kitty duplicates sit in chairs right across from the parents.

Moments after believing that her daughter arrived, however, Theresa looks around and notices that Logan is nowhere to be seen. "Wait, where's Mr. Logan?"

With his eyes wide open with fright, Wong frantically tries to think of an excuse. "Oh, uh…I had him fetch the desert. It's not normally what he does, but, let's just say he owes me a favor."

This answer is believable enough for the parents to make them nod, as well make May say this. "Well, considering that you're making him doing more meaningful things, Wong, I think you're us all a favor."

Though Wong chuckles and gives him the May nod, he silently thinks this to himself. _"Oh, I wish it were that simple, madam." _

Meanwhile, as Logan and Bobby left the dining room, they did notice MJ passing them by and entering it, still not fully recovered from seeing Peter and Kitty kissing, but trying to mask it by appearing indifferent, but her eyes still red from crying.

Madeline is pleased when she first sees her daughter come in, but soon grows worried when she sees her red eyes. "Mary-Jane, what happened to your eyes?"

"Huh?" asked MJ as she pulled her seat out then tried to think of something to say as she sat down. "Oh, it's nothing. It's just a little dust that got in my eyes while I was training. It's no big deal."

Due to Madeline's 'mother's intuition' being too strong, she did not by MJ's story, and it only made her more concerned. "Really…?"

"Yes, Mom! Really, I'm fine…!" replied MJ in a slightly annoyed tone, but through the corner of her left eye, she turns and sees the Peter and Kitty duplicates sitting together side by side as they converse with May and Theresa, and thinking that they were the real thing, as well as a real couple, she sighed with disappointment. "….just fine."

**SANCTUM HALLWAY**

As the real Peter and Kitty were just about to walk into the dining room, each looking forward to what Wong usually cooked, they spot Logan and Bobby coming towards them.

Thinking that maybe his Aunt May sent them, a sighing Peter steps up to talk to the feral X-Man. "Look, Logan, if Aunt May sent you to find us, you can chill. Heck, I'll even take the rap for taking so long."

"No!" Logan barked back, but then took a moment to think when he heard the boy mention his aunt. "Well…yeah, but that's not why we're here! We got a situation!"

Kitty soon takes interest, knowing that it must be serious if it's got Logan worked up. "Well, what is it?"

Bobby decides to interject as he rubs his throat in pain. "Apparently, it's one in which makes Logan wanting to choke me to death!"

Ignoring Bobby's remark, Logan continues. "It's Beast, he's in trouble."

Upon hearing this, Peter's light-hearted demeanor soon changes to a more serious one. "Why, what's wrong?"

"Don't know, all I know is the commotion's taking place in the Sanctum's subway entrance." Logan replied. "Cage and the others are busy helping civilians, but I'm still gonna need some help, and by help, I mean the three of you!" As he went on, Logan took one step closer to address Peter personally. "Now, I know I can trust Kitty and Bobby in helping me with this, and I damn sure saw how well you did in training…but this is the real thing, Parker! You think you can do this?"

With Logan and Bobby looking at him intently, and with Kitty giving a look of both worry and a little of hope, Peter looks down at the Key of Watoomb around his neck before letting out a sigh, then pulls out his mask and puts it on, once again completing his Spider-man guise. "Well, wouldn't be much of an Ultimate Hero if I wasn't."


	41. Chapter 41

**SUBWAY TUNNELS/SANTUM ENTRANCE WAY**

As if surviving Logan's training exercise wasn't enough, a still tired Spidey, as well as his young teammates, now find themselves racing towards a REAL battle in an attempt to the Beast.

This time, the team was not only has Logan fighting with them, and they travel by an 'ice train'. Meaning the Bobby, in his Iceman form, creates an ice slide, with Logan holding onto the icy teen's shoulders, and Spidey takes hold of Logan's shoulders and kitty behind the Web-Head with her arms around his waist.

At this point, Spidey, along with Kitty and Iceman, still didn't know what they were facing. But soon gets a hint when he hears a loud road echo through the hallways, which understandably made the Wall Crawler nervous. "Okay, SO not looking forward to what's making that sound."

"Deal with it, bug!" Logan barked back, and then saw the entrance way in sight. "We're almost there, so be ready for anything!"

"Great…" replied Spidey, letting out a sigh.

Kitty could understand Spidey's reluctance; she nonetheless tightened her grip in reassurance. "Come on, Pete, you did well in training, I know you can do this."

Spidey looks back over his shoulder to look at Kitty, and gives her a small smile. "Thanks for keeping the faith, Kitty."

It wasn't long before they finally arrived at the entrance way and saw the dead bodies of the two guards.

Though this wasn't anything Logan had seen before, Spidey, Iceman and Kitty looked both horrified and aghast.

Moments later, the team is brought back to reality when they hear the loud, almost dinosaur-like roam coming from the passageway next to the entrance.

"Follow that sound!" Logan ordered.

Iceman, however, could only let out a reluctant sigh. "Lucky us." He muttered, then shot more cryo-blasts and thus he and the team slide over to the commotion.

Moments later, Spidey and the others finally arrive at the end of the passageway, which turns out to be an underground laboratory, which the Doctor had set up for the S.H.I.E.L.D. agents should they need to work together. And the place where Beast and Kraven, who were both taking on the giant, monstrous form of Dr. Conners.

Needless to say, this sight comes as a shock to Spidey and his friends. "Oookay, "said a clearly Web-Head. "My 'totally freaked out' levels have now sky rocketed!" By saying this, Spidey unwittingly gains the Lizard's attention. "…Uh-oh."

Hissing in fury, the Lizard leapt at them!

Seeing the Lizard coming at them, Spidey and his comrades jumped off of the slide, causing the monstrous reptile to smash through the slide instead, causing pieces of ice to fly everywhere.

But miraculously, the Lizard sticks to the wall and watches as Spidey grabs hold of Kitty, flips and lands safely on the floor, while Iceman grabs Logan with his right arm, and uses his left hand to produce ice vapor to hover to the floor safely.

After watching Logan and Iceman land safely, the Lizard bounces off the wall, roaring as he went on the attack, only to be stopped when Beast leapt up in the air and tackled the giant reptile to the floor.

Both Spidey and Kitty see this and are both stunned, but it's Kitty herself that's the most vocal about it. "Oh god, Pete, we need to help them!"

Spidey agreed with the X-Girl, and was just about to act, but soon stops when he sees Kraven holding up one of his daggers over his head, and throws it, aiming it at Beast's back. Acting fast, the Web-Head holds up his left hand to shoot a web-ball, which hits the dagger in mid-air and sticks to the wall. And with his right hand, he shoots a web-line, which hits and sticks to the Hunter himself, allowing Spidey to yank back on his end and pull Kraven towards him.

Once the Hunter comes his way, Spidey holds up his open left hand and easily catches him by the collar, then uses his spider-strength to hold him up in the air. "And who are you? 'Cause if you're trying out for Cats, I think the show closed down years ago."

"Unhand me, pest!" Kraven said defiantly, then uses his right leg to kick upward and attempts to kick the Web-Head in the chin.

Luckily, thanks to his spider-sense, Spidey lets go of the hunter just in time, leans back and performs a back-flip to avoid Kraven's kick.

Even in missing his target, however, Kraven manages to save himself by flipping backward himself and lands on his feet onto the floor, and to see that Spidey has landed also and in a crouching position.

Though the Web-Head hated to ask Kitty of this, he knowing that her power would keep her safe, as well as seeing her hand-to-hand combat skills to hold her own in training, he nonetheless tells her this while not taking his eyes off of Kraven. "Kitty, go help Logan and the others, I'll make quick work of this guy and catch up with you!"

"But Peter…!" said a worried Kitty, not wanting to leave him alone with the lion dressed stranger.

Moments later, Kraven lunges at Spidey with intent to tackle him to the floor.

Seeing this coming, Spidey hops up and flips forward and over Kraven, causing his lion dressed opponent to stumble and fall face first onto the floor instead.

Upon landing on his feet, Spidey spins around and shoots two web-lines to bind Kraven to the floor and thus taking him out of the fight.

However, Kraven quickly rolls to the right side to dodge the webbing, then sits up in a kneeling position and throws another knife at the Wall-Crawler.

Fortunately for Spidey, he uses his right hand to effortlessly catch the knife, but as he throws it to the side, he spots Kraven charging towards him and throwing a left hook. After throwing up his left arm to block the punch, Spidey counter attacks by throwing a straight right punch into Kraven's chest, forcing the hunter to stumble backward. "Just go!" Spidey told Kitty, then leaped forward towards Kraven, hoping to plant his feet onto him and pin him down to the floor.

Unfortunately, Kraven sees this and quickly dashes to the left side, allowing Spidey to plant his feet into the floor instead. For a brief moment, however, Kraven couldn't help but look at the Web-Head in amazement. _"Such speed, such agility!" _thought the impressed Kraven, then takes a moment to pull out another knife. _"Perhaps this hunt won't be so pitiful after all!" _With that declaration, Kraven lunges forward with the intent to plunge the tip of his knife into the unsuspecting Spidey.

Luckily though, Spidey is alerted by this thanks to his spider-sense, and thus leans back to narrowly avoid it.

And thought Kitty hated to see Spidey get hurt, it was seeing him avoiding the Hunter's stabbing attempt that made her remember that he can take care of himself, and make her realize that her teammates needed her all the much more. As such, the X-Girl soon turns, and turns runs over to help her fellow X-Men in dealing with the Lizard.

Meanwhile, both Beast and Logan are seen struggling in holding the Lizard down on the floor. Obviously, the roaring Lizard didn't make things easier for the two X-Men. For not only was he strong enough to push them off a few times, he constantly tried to bite their faces off!"

Logan proved to be the one struggling the most, not just in keeping the Lizard pinned, but with his self-control as well. And after leaning back to avoid the Lizard's snapping jaws, he comes close to popping out his claws, but irritably represses his instinct to do so. "Hank…this thing's five seconds away from becomin' a suitcase!"

"He's not…a thing Logan!" Beast replied, using all of his might to pin the Lizard's arm pinned. "His name is Dr. Curt Conners, a fellow scientist, and…a friend!"

As both Beast and Logan tried to hold him down, Iceman shows up on the scene and with both of his hands extended, ready to fire more cryo-blasts. "Guys! Move!"

After they hear Iceman's warning, and turn to see him with his hands held up, both Logan and Beast move away from the Lizard, allowing Iceman to shoot two more cryo-blasts and freezes both of the Lizard's hands to the floor. After taking care of the suffering reptile's hands, the 'super cool' X-Man shoots more cryo-blasts at his feet, completely freezing them thus binds him completely to the floor, rendering him completely immobile.

Afterwards, Logan soon turns to Beast with an interested raised eyebrow. "Scientist, huh? Could that be why he's a freakin' lizard?"

"Unfortunately, yes." Beast replied sadly, and just as Kitty joined the team. "His current appearance is the result of a tragic mistake that he had made." As he explained, Beast pulled out the small piece of paper that contained the formula that Curt conjured up to reverse his condition. "But hopefully, it is one that I can correct once I create a serum from this formula to change him back to his human form."

Suddenly, the conversation is brought to an abrupt halt when the team hears a cracking sound. Sure enough, it turns out to be the Lizard using his newly acquired strength to power out of his icy shackles, causing small pieces of ice to fly everywhere. Now free, the Lizard rolls on his stomach and stands and all fours like that of a crocodile, then spins around with the intent of hitting all four X-Men with his tail.

Though Kitty instinctively grabbed both Logan and Iceman's arms and them just as intangible as she was, she forgets to tell Logan to grab hold of Beast, and thus, the furry X-Man is hit by the Lizard's tail. The result is both Beast and the Lizard's tail phasing through the three X-Men, with Beast himself sent flying and dropping the formula by Kitty's feet.

"Beast!" Kitty yelled in despair, and hating herself for not phasing him in time.

Kitty's yell manages to get Spidey's attention while he was dodging Kraven's knife slashes, and after stepping back to avoid another slash, he looks up to see the airborne Beast heading towards the wall. The Web-Head knew that he had to act fast in order to save the furry X-Man, but is soon alerted by his spider-sense once more, prompting him to look straight ahead to see Kraven thrusting his knife forward for a stab attempt. As such, Spidey quickly jumps up and flips over Kraven's head to avoid attack, and at the same time, plants both of his feet into his shoulder blades, causing the hunter himself to fall face first onto the floor.

While in mid-air, Spidey shoots more webbing from out of both his wrists, and thus creates a web wall, which successfully catches the now unconscious Beast.

Meanwhile, Kitty, as well as Logan and Iceman, were glad to see Spidey save Beast, but the happy moment is soon short lived when they hear the angry roar from the Lizard, who raises his clawed right hand over his head and slashes downward, hoping to take Logan's face off.

Seeing this, Logan pops out the claws in his left hand and slashes upward, and successfully takes the Lizard's hand off, causing him to roar in pain and take a few steps back while holding a now bloody stump where his hand used to be. "Pryde! Drake! Go help the bug!" Logan ordered, and after popping out the claws in his right hand, charges towards the Lizard."

As Iceman goes off to help Spidey, Kitty stops for a moment to look down and see the paper that Beast dropped after he was hit and sent flying. And so, she quickly bends down, picks it up and runs over to help Spidey, but not before yelling this to Logan. "Logan, be careful, but that's really Beast's friend, don't hurt him!"

Just as Logan approached the wounded Lizard, he bare witnessed to a rather unsettling sight! In that the Lizard held up his still bleeding wrist…and instantly grew a new hand.

Something that left Logan astounded. "Yeah, I don't think that's gonna be a problem, kid."

With a new hand, and angrier than ever, the Lizard soon charges Logan, who has claws drawn and awaits the roaring reptile.

Meanwhile, Spidey now finds himself once again dodging knife attacks from the fully recovered Kraven.

"Dude…" said Spidey, dodging another slash, then another. "Didn't your mother ever tell you not to play with knives?"

Though Kraven was already getting frustrated with continuously missing the Web-Head, this quip soon drove him into a rage. "My mother took her own life when I was nine!" He barked back, going for another stab attempt.

After dashing to the left side to dodge the hunter's blade, Spidey has an uncomfortable expression behind his mask. _"Oh man, now I feel bad." _Thought the Web-Head, but later spots Kraven spinning around to make another slash attempt, and though he manage to move back to keep the blade away from his throat, the blade ends up cutting Spidey's shirt, with the slash mark over his spider-symbol and a small amount of blood coming out of his cut. _"Ow…!" _thought the Web-Head, looking down at his cut, then looks back up at Kraven, with knife still in hand. _"Okay, aside from the pain, that makes me feel a little bit better." _

Kraven sees that he just 'drew first blood', and thus takes his knife and charges towards the Web-Head, this time with the intent of slashing his throat.

This time, however, Spidey proved to be ready for this, and soon leans all the way back to avoid Kraven's slash and caused the hunter to run passed him and straight into the wall.

Upon standing straight up, Spidey spun around to see that Kraven managed to stop himself from crashing into the wall and turning around to attack again. Wanting to put an end to this fight, Spidey holds up his right hand and shoots a web-ball, which not only hit's Kraven's knife wielding hand, but it also stuck instantly to the wall. The Web-Head did not stop there, however, for he shot three more web-balls, hitting Kraven's other hand and both of his feet, binding him completely to the wall and rendering him immobile.

After taking care of Kraven, Spidey lets out a breath of exhaustion. "Okay…stay!" he told the now defeated Kraven, then turned and web-zipped over to the web-wall to check on the now unconscious Beast.

At that moment, both Kitty and Iceman finally arrived, and were surprised to see Kraven webbed up to the wall.

This sight actually managed to impress Iceman, who is normal cynical of Spidey's abilities. "Well, so much for the Web-Head needing our help."

An equally impressed Kitty gives Iceman a nod, but soon notices Spidey checking Beast on his web-wall. "He may still, along with Beast, come on!" she told her fellow X-Man, then they both ran over the web-wall.

Meanwhile, Spidey was just finishing up on checking on Beast and while relieved to see that he was breathing and didn't appeared to be badly hurt, the Web-Head was distressed on how the furry scientist was still unconscious and didn't appear to be waking up anytime soon. Suddenly, thought the corner of his eye, Spidey saw Kitty and Iceman coming his way, and thus jumps off of the web-wall and down to the floor, landing safely on his feet and meeting the two young X-Men.

Upon arrival, a concerned Kitty felt compelled to ask this to the Web-Head. "Peter, how's Beast? Is he okay?"

"He's okay, but out cold." Spidey replied. "And it looks like it might be awhile before he wakes up." As he saw the mixture of disappointment and worry in Kitty's eyes, he later looks down and notices the paper in her hand. "What's that…?" Suddenly, Spidey and his fellow teens are surprised when they hear the loud roar of the Liard, causing them to turn and see the mutant reptile fighting against Logan. "…as well that?!"

Though just as startled as Spidey, Kitty nonetheless answered him. "That….lizard guy is Dr. Curt Conners, and Beast said he's a friend of his, as well as another scientist."

Suddenly, hearing the name caused Spidey's eyes to grow wide with shock behind his mask. _"Dr. Curt Conners?! The geneticist?!" _Spidey soon remembered the days before the spider bite, the days when he was the science loving geek Peter Parker, and how he always read science blogs of current scientists, as well as always being fascinated by Curt's work in genetics, as well as his last known post about hopes of crossing human DNA with that of reptiles. So people who suffered intense injuries, some so severe that they lost their limbs, they might be able to regenerate and regrow what they lost. But upon seeing the roaring Lizard fighting Logan, the Web-Head could tell that it did not go over well.

At this point, Kitty continued as she explained the paper. "And he said that this was the formula that could reverse Conners' mutation."

At this point, a desperate Iceman feels compelled to ask this. "But hey, Kitty, since you often worked with Beast in his lab, sure he's taught you how to read it, right?"

A saddened Kitty lets out a sigh before answering. "Not quite. I worked with Beast on tech-stuff mostly. He taught me some science, but not to this extent yet. I don't think I can make this up to make an antidote for Conners."

Suddenly, Spidey takes the paper from Kitty's hand and sees the formula for himself…with equations that the science nerd in the Wall-Crawler recognized. "I can."

"What?!" exclaimed both Iceman and Kitty in unison, both filled with a newfound hope, but is soon cut short when they hear Logan screaming as he was seen being hurled across the room and into a wall by the raging Lizard.

A sight in which prompted Spidey to act. "Okay, time for explaining is out the window!" declared the Web-Head, and then turned to Iceman. "Bobby, go help Logan, and make double sure that he doesn't kill Dr. Conners!"

Iceman lets out a reluctant sigh, knowing that there was no time to argue. "Back and forth…" said the icy-X-Man runs over to help Logan fight off the rampaging Lizard.

Afterwards, Spidey quickly turned to Kitty, but looks straight ahead to see a lab table with test tubes, and some other equipment that they need. "Kitty, I need you to give me a hand in creating an antidote." Before heading to the lab table, the Web-Head takes a moment to see the Lizard being cornered by Logan and Iceman. "And hopefully…save a man from his inner beast."


	42. Chapter 42

**SANCTUM DINING ROOM**

As Wong stands on the corner and smiles is eating their dinner peacefully, as well as concentrate on keeping the Peter and Kitty duplicates present, Wong receives a surprise when a small puff of smoke suddenly appears, and it's that of Nightcrawler, along with Luke Cage and Iron Fist.

"Guten tob, Wong," said Nightcrawler with his usual friendly smile. "Zorry zat ve are late, but it zeems zat ze number of people the agents rescued today vas quite vast. In fact, Pioter is helping is still helping zem as ve speak, and he said to put his food on hold."

Wong, though using his hand to wave away the unpleasant smell of brimstone, which occurred when Nightcrawler used his teleportation, remained vigilant and unbothered by the heroes' late arrival. "It's quite all right, Mr. Wager. In fact, I'll put Mr. Resputen's food on hold, as well as yours…." At that moment, he stepped in closer to the X-Man so he can tell him this. "But I'm afraid you'll have to dine later. For Mr. Logan has told me to leave you a message."

This answered caused Luke to raise an eyebrow of concern. "What kind of message?"

Though somewhat timid, Wong nonetheless begins to explain the situation. "Well, you see, Mr. Logan took the young Bobby Drake, as well as Peter and Kitty, over to the secret entrance to the Sanctum, for there is reason to believe that we are under attack and…"

"Under attack?!" exclaimed the shocked Nightcrawler, and loud enough for everyone in the dining room to hear and make them turn towards them. As if that wasn't worse enough, the loudness of his voice startled Wong enough to break his concentration, and thus makes the Peter and Kitty duplicates disappear.

It wasn't long before both May and Theresa to turn around and see that their children were now gone and their eyes grew wide open with fear. "What in the..?!" asked a now worried May out loud. "Peter?! Kitty?!"

Both Mary-Jane and her mother, Madeline, hear May calling her nephew's and Kitty's names and upon turning, they are just as shocked to see that both Peter and Kitty's seats were empty. Especially for MJ, for even though she was still suffering the heartbreak of seeing Peter and Kitty kiss, she was still concerned for their well-being and thus looked around the room for them.

At that moment, however, everyone turned and Wong, Nightcrawler, Luke and Iron Fist, who by this point each looked like a deer caught in the headlights.

Thus prompting an annoyed Luke to whisper this to the German born X-Man. "Smooth move, blue boy!"

As Nightcrawler smiled sheepishly and scratched his head, Iron Fist just shook his head in aggravation and soon raised his hands to gain everyone's attention. "All right, everyone just stay calm, we have prepared for this."

While Iron Fist tried to reason with a clearly scared crowd, MJ took this opportunity to very quietly and subtly levitate through the crowd and arrive in front of Wong. "Wong, please, what is going on?"

With the doctor's pupil now confronting, Wong himself could only say this before he could tell her the truth. "Oh, dear."


	43. Chapter 43

**SANCTUM SECRET ENTRANCE/ LABORATORY**

As both Logan and Iceman tried their best to keep the Lizard detained, Spidey himself was seen working hard at a lab table creating a cure for the mutated scientist.

The Web-Head concentrates hard as he slowly pours a test tube filled with a blue liquid into a glass flask of yellow liquid that was being held by Kitty. "Almost got it…" he said as he watched the two liquids mixing together in the flask, turning into a bright green color.

While this was going on, the still imprisoned Kraven only sneers in disgust at what both Spidey and Kitty were doing. "Foolish children, you try in vain to create a 'cure' for a man who does not need to be saved. All that he is doing is accepting the animal that lies within him, something that lies within us all! And for you to…!" Suddenly, Kraven is soon silenced when a small ball of web hits and covers his mouth.

It was later revealed Spidey had shot the web-ball out of his extending left wrist, all the while using his right hand to continue to pour the blue liquid into the flask. "Uh, yeah, sorry to cut delusional ranting short, but kinda busy." he told the hunter while still looking at the green turning liquid inside the flask.

As she held the flask steady, Kitty looked on how Logan and Iceman were still struggling with the roaring Lizard, and grew more worried by the second. "Pete, I hate to add more pressure, but you might wanna hurry this up!"

Meanwhile, Logan is seen using his claws to block a slash from the furious Lizard, as well as struggling to keep calm and use then for his…'usual means.' After using the claws in his left hand to deflect another slash, from the rampaging reptile, Logan sees another opening and delivers a right legged axe kick, nailing the Lizard in his chin and sent backward.

Iceman, seeing this as an opportunity to act, quickly sidesteps to the left in order not to bump into the stumbling Lizard, then shoots a cryo-blast on the floor underneath him.

Sure enough, the unsuspecting Lizard steps on and slips on the ice, causing him to go airborne and land hard on his back. Upon such a hard landing, the Lizard looks up and sees Iceman about to fire another cry-blast to bind the mutant reptile to the floor. And so, with great quickness, the Lizard rolls backward, dodging the young X-Man's blast and ends up back on his feet. Now more angered then before, the Lizard lets out roar before leaping to attack Iceman, but was soon stopped when Logan literally jumps in and tackles the mutated scientist to the floor.

However, with each passing moment that he's in his reptilian form, the Lizard grows stronger, and successfully manages to overpower Logan and throws him off of him.

Fortunately for Logan, he manages to flip while in mid-air, then bounces off the wall and jumps towards the Lizard once more who by this time had just now stood back up. This time, however, Logan ends up behind the mutant reptile and puts him in a headlock, causing the roaring Lizard turn violently in an effort to shake him off.

As Iceman watched in awe on how the Lizard was able to toss the toughest person he knew like a ragdoll, he almost hesitated to act at first. But after letting out a breath, and knowing he still had a duty as a hero, the young X-Man clinched his fists as he said this to himself. "Well, now is as good as time as any to try this." And so, Iceman concentrates, and begins to draw more and more winter vapor in the air onto his body, which miraculously, increases his size of his body to gigantic proportions, or at least around the same size as the Lizard….with his hands being allot bigger.

And not a moment soon, for as the Lizard backed into a wall, forcing Logan himself to release his hold a slide off of him, the savage reptile turned, grabbed him, and was just about to literally bite his head. Fortunately, the now giant sized Iceman grabbed the Lizard with his now massive hands, forcing him to release and allow Logan to drop on the floor.

While on the floor, Logan looks up to see the now giant sized Iceman restraining the struggling Lizard with his large hands, and though grateful, he looked at icy teen with a confused look. "You've always been able to do that, Drake? And more importantly, you just NOW doin' it?"

"Well, you know, desperate time and all that." Iceman quipped, who despite now being stronger, is still having a hard time trying to restrain the Lizard, who is proving to me much stronger then he looks.

Back at the lab table, as Spidey was just completing the final solution to the antidote for the inner suffering Lizard, Kitty still holds on to the flask, but was in complete shock on seeing how huge Iceman was and how he was holding the Lizard as if he were holding an excitable crocodile.

"And….got it!" Spidey said happily, then puts the test tube back on the rack and takes the flask from the still distracted Kitty. "Now all we have to do is make Dr. Conners drink this and…" as the Web-Head explained, he is surprised to see the now massive Iceman. "Uh…did Bobby just hulk-up?"

Kitty, upon hearing Spidey's shocked words, shook her head and looked at the stunned Web-Head. "Nevermind that!" she told him in a serious tone. "Are you sure this antidote is going to work?"

"Well, pretty sure." Spidey replied, feeling somewhat unsure.

Needless to say, this answer did not sit well with Kitty. "PRETTY sure?!"

"Hey we were pressed for time!" With that reply, Spidey, shoots some webbing over the flask so it wouldn't spill when he moved it, and holds it close to his right hand. "Now, let's go!"

With a worried sigh, Kitty nonetheless grabs hold of Spidey as he shoots a web-line from out of his left wrist and zips over to where the Lizard was being held.

Meanwhile, the Lizard still struggles to get out of the massive Iceman's strong grip. However, with his strength still growing in his reptilian form, he manages to gain enough leverage lean back and head-butt Iceman in his face.

The blow manage to disrupt Iceman's concentration, and thus causes his massive frame to shatter like glass, and revealing his regular humanoid form underneath as he falls on the floor.

Just a Spidey and Kitty land on the floor to administer the antidote, they just witnessed Iceman fall. "Oh boy…" said the Web-Slinger as he waits for Kitty to let go of him, then hands the flask containing the antidote. "Here, could you hold this for a second?" As a confused Kitty took the flask from him, Spidey shoots a web-line and zips over to the Lizard just as he was about to attack Iceman, landing on the reptile's shoulders and wrapping his legs around his neck and forcing him to turn to the left and away from the young X-Man, just as he was being held back up on his feet by Logan.

Once the Lizards gets to a stopping point, Spidey decides to slide down his back and quickly crawl around him just like his name sake! As he does this, he shoots more webbing around the Lizard's scaly hide, and thus binds him to the floor making him immobile.

Iceman sees Spidey's unsettling, but nonetheless effective way of stopping the Lizard, and once he sees the Web-Head leap off of the now webbed up mutant reptile, he tries to help keep him down by shooting another cryo-blast and freezing the webbing, hopefully making it strong enough to actually restrain the Lizard.

After landing, Spidey notices the Lizard being encased in ice, and thus turns to see Iceman with his hand extended as Logan held up him on his feet. And while impressed, he quickly runs over to him, while Kitty, still holding on to the flask, does the same.

"You okay?" asked a concerned Spidey, even after all the squabbles he and Iceman have had over the past few weeks.

"I've had worse." Iceman replied, then noted the flask in Kitty's hands. "What's that stuff?"

Kitty decides to be the one to answer Iceman while looking a little worried. "The antidote that can turn Dr. Conners back to normal…we hope."

Suddenly, the conversation is cut short when they hear a cracking sound, as they look straight ahead and see what they feared.

In the Lizard has managed to break free from the ice-up webbing!

However, the cracking sound was loud enough to cause the unconscious Beast to stir and sees the Lizard finally breaks the webbing encasing him. As such, the furry X-Man was just about to move forward, but soon realized that the webbing was holding him back, and thus struggling to get free.

As she, along with her teammates, watched the Lizard break free and turned to attack them, Kitty quickly gives Spidey the flask. "Peter, holds now!"

Though confused, Spidey knew there was no time to argue and thus took the flask from the X-Girl.

With her hands now free, and seeing the roaring Lizard charging towards them, Kitty quickly grabs all three of her comrades, concentrates, and makes all of them, including herself, completely intangible. A maneuver that allows the Lizard to safely go right through them and arrive on the other side.

After the Lizard passes through, Kitty stops concentrating and solidifies herself and her friends, but soon looks dizzy, and seeing the room spinning and feeling her knees weaken, she begins to drop to the floor, which soon caught the attention of both Iceman and Spidey.

"Kitty!" yelled both worried young men, but it was Iceman who ends up catching her before she hit the floor.

Once she was in Iceman's arms, Kitty shakes her head to regain her senses. "I'm fine, just get a little dizzy whenever I have to phase a group."

As Spidey and others try to help Kitty recover, the Lizard has since turned and was just about to attack once again, but before he could do son, however, a newly awakened Beast, with some of the webbing still attached to him, comes hoping in, straddles both of his legs onto the Lizard's shoulders, leans back and uses his legs to drag the mutant reptile into a forced somersault and falls back first on the floor.

It was a sight in which Logan was glad to see. "Beast is up and movin' again." said the feral mutant. "But he's gonna need a hand!"

From then on, Iceman decides to revert back to his human guise of Bobby Drake, and help Kitty walk over and sit up down up against the wall. "You guys go on, I got Kitty!"

As for Spidey, he was somewhat reluctant to leave at first, being concerned for Kitty's well-being. But upon seeing that she's looking after by Bobby, Spidey takes the flask in his right hand and extends his left arm in a web-shooting motion. "Right!" With that said, Spidey shoots a web-line and zips over to the wall. Instead of sticking to it, however, he ricochets off of it and heads towards to the roaring Lizard! From then on, the Web-Head plants both of his feet on the Lizard's massive chest and forces him down to the floor.

Though Beast was somewhat surprised by Spidey's entrance at first, he nonetheless moves in to help, and pins down the Lizard's left arm.

Meanwhile, Logan arrives just in time, then grabs and pins down the Lizard's right arm. "Web-Head!" yelled the X-Man, using all of his strength to hold the squirming reptile down. "Now's as good as time as any see if that stuff really works!"

Hearing this word confused Beast greatly. "Stuff?" he asked, then saw Spidey peeling of the web top of the flask. "What is that?"

"The antidote from the notes you had, Dr. McCoy." Spidey replied as he threw away the webbing. "Kitty and I made the batch while you were out cold."

Naturally, this answer came as a big surprised to Beast, and for the sake of his now reptilian friend, caused him to as the Wall-Crawler this. "Are you sure you followed the formula precisely?"

"Well,, we'll soon find out." The Web-Head answered, then puts the flask in his left hand so he can use the other hand to grab hold of the Lizard's lower jaw. "Sorry Doc, but you to drink this for your own good…" Upon opening the Lizard's mouth, the reptile let's out an angry roar in the Web-Head's face and exposed him to his ghastly breath. "…not to mention taking a tic-tac."

Not wasting any time, Spidey pours the antidote into the Lizard's mouth and after emptying the flask, he throws it away so he can use both hands to grab and hold the scaly mutant's mouth shut.

The Web-Head holds it hard and tight until he hears the struggling Lizard lout out a loud gulp. "Sounds like he swallowed it!" he told both Logan and Beast, but then felt his spider-sense tingle. "Back off him! Now!"

With that said, Spidey jumped and back flipped off of the Lizard, and a reluctant Beast and Logan also back away as well, where at that moment, the Lizard had hopped off and was back on his feet. But before he could attack, however, the Lizard stopped when he felt as if he was choking, and as it down on one knee, he soon appeared to be getting…smaller. As this happened, his right arm soon falls off, and upon hitting the floor, it turns into a decaying husk which soon evaporates into dust. It wasn't long before the once roaring and menacing Lizard soon reverted back into the one armed but brilliant scientist, Dr. Curt Conners.

After seeing Curt back to his normal self, as well as alive, a surprised but impressed Beast soon turn to Spidey. "Well done, Mr. Parker."

Spidey gave Beast a smile behind his mask, but saw through the corner of his eye to see a still weakened Kitty was approaching, and with a Bobby helping her walk. "I didn't do it alone."

Kitty gives Spidey a small smile upon receiving that compliment, and thought Bobby looked jealous at first, he chose to keep it to himself as not to upset the X-Girl.

After seeing Kitty still weakened, Spidey noticed a chair and grabbed so Kitty can recover. "And may I offer a seat to the noble lady?"

Kitty was just about to object with Bobby interjected. " 'Fraid so! After saving us all at one, I say she's earned it."

With that said, Spidey rolls the char behind Kitty, and he and Bobby helped her sit down.

As for Beast, he quickly walks over and kneels to Curt, who despite looking healthy, appeared to be dazed and confused.

Suddenly, however, the calm moment is disrupted by the sound of running footsteps. This forces Spidey and the others to turn and see who was coming in this time.

Sure enough, it was that of Mary-Jane in her Firestar attire, along with Luke Cage, Iron Fist and a teleporting Nightcrawler.

After removing her shades, a worried MJ looks around and is soon relieved to see Spidey unharmed and safe. "Peter!"

Spidey, upon spotting MJ, soon takes off his mask to reveal the smiling face of Peter Parker! "MJ!"

Though MJ was delighted to see Peter at first, she then noticed that he was standing next to Kitty, which caused her wide smile to turn into a small one, a somewhat vain attempt to keep it from turning into a frown. "I'm…glad to see that you're okay. But is anybody else hurt?"

Peter is somewhat concerned when he noticed MJ's change in emotion, but decided to put it on hold for now to focus on Kitty's well-being. "Well, no, but Kitty's a little weak after using her powers to…"

Suddenly, Peter's explanation is interrupted by the panic filled screams of the human again Dr. Conners. "No! NO! THE DRIVE1 WHERE IN GOD'S NAME IS THE DRIVE?!"

With great concerned, Peter looks at Bobby. "Bobby, fill MJ and the others in and make sure Kitty gets help!" he told the young X-Man and walks over to the panicky Curt.

At this point, however, Beast soon calms the distraught Curt by pulling out the flash-drive that he gave him back when the scientist first arrived at the entrance. "It's all right, Curtis. I have it."

Curt turns to the furry X-Man, and is relieved to see the flash drive in his hand. "Oh thank god!"

From then on, Peter had just arrived next to Beast and bent down to address Cur. "Uh, Dr. Conners! Hi, uh, I'm Peter Parker, big fan! And glad to see that the antidote worked and you're okay." Seeing that he was receiving annoyed glares from both Beast and Logan, the young man felt compelled to get to the point. "But…what's on the flash drive?"

Though confused to see that a teenager in a red and blue costume was addressing him, as well as calling himself as 'fan', Curt nonetheless decides to reply, as he hopes of gaining Beast and Logan's attention. "…Everything!"


	44. Chapter 44

**AVENGERS RESISTANCE MEETING ROOM**

With the Lizard incident in the lab now over, and the mysterious Kraven the Hunter now in custody, both Beast and the newly restored Curt Conners now find themselves before the Avengers Resistance leaders, with the holographic projector in the table showing what looks like that of a small prison inside the lower levels of the Baxter Building, images that were inside the flash drive that was being provided by Curt himself.

The leaders look at the images with shock and fear, all except for Captain America and Nick Fury, both who kept their military reserve.

"So," said Cap, who removes his mask to relief the added stress, revealing the blonde haired face of Steve Rogers. "The information we previously received was false."

Nick, though appearing calm, was actually quite irritated at what he and his comrades were seeing. "All which sets our plans back…severely."

To prevent the team's morality from sinking, Sue Storm decides to speak up. "But that doesn't mean we should give up! Whatever Osborn is planning, we can work past it just like everything else!" Though she knew some of her friends wouldn't believe her, Sue felt that she owed it to this person to say this. "And I know that Namor will come through for us."

Some like Steve, Nick and even Ben 'The Thing' Grimm actually believed Sue, while everyone else, while they respected the Invisible Woman's courage, silently remained skeptical given the circumstances.

Even Dr. Strange, who slowly approaches Sue with an uneasy and disappointed expression. "Ms. Storm, I want to believe that myself, but… "Suddenly, the Doctor feels a sudden jolt run up his spine, and is frozen stiff, with his eyes glowing in an orange light.

Needless to say, this caused great concern over everyone in the room, especially the Doctor's wife, Clea. However, the Sorcerer Supreme stopped everyone's worrying by holding up his hand. "Everyone…it's all right!" the glowy eyed Doctor told his comrades, then turn his attention to Sue. "Ms. Storm, if you'll give me your hands please. For…this incoming call…is for you."

Sue seemed somewhat hesitant, but nonetheless approached the Doctor, but with caution.

However, this development did not sit well with the ever protective Ben Grimm, who quickly stood up. "Suzie, hang on a minute!"

"Ben!" Sue said sternly, holding her hand up to stop her rocky friend, but then switched to a gentler tone. "Ben, it's all all right. I think we've ruled out magic as being harmful in this place a long time ago." With that said, Sue took the Doctor's hands, and upon doing so, her eyes began to glow.

After seeing that Sue was in no danger, Ben sat back in his chair but still kept a watchful eye on her.

As such, Steve and the rest of the leaders continued their meeting, with Steve speaking first. "I agree with Sue about Namor coming to help us. Trust me; he's always been the sort that needs to figure out on his own that both the surface world, and Atlantis, are facing a common threat."

The ever cool and collected Nick soon speaks his mind on the matter. "Yeah, despite the fact that he likes to take his sweet time doing it. But regardless, we still have other underground agents around the city that can help us."

As the leaders continued to deliberate, they are soon shocked to hear the voice of Daredevil. "And it's not just S.H.I.E.L.D. that's joining the fray." Once he gains the leader's attention, Daredevil and Shang-Chi all step out of the shadows to address their fellow heroes.

Once they have everyone's attention, it is Shang-Chi who answers them. "We have just returned from the headquarters of the Chang Sing. They have agreed to joins us."

Hearing this news lifted some morale of everyone in the room, but not by much.

"Well, there's some good news." said Clea in a positive tone, silently hoping that it would lift the spirits of her fellow Avengers.

As much as he wanted to share her optimism, Ben still looked skeptical. "Yeah, but it still ain't much against a guy like Osborn, who just so happens to have every super-villain in the states to call and squash us."

This also leads to a disheartened Beast to join. "And I'm afraid that being out numbered is not the only problem." said the furry X-Man. "We've also estimated that the number of civilian casualties would be astronomical, meaning that this fight not leave very much of the people of New York left to save."

An equally troubled Curt joins in. "And it gets worse. Osborn's has a new machine known as Project Ultimatum." To show more of what he was talking about, Curt presses a button on the table shows an image of the Ultimatum machine. "He's using some mystical rock as a power source. I believed its call the Eye of…"

Clea is the one who speaks what everyone was thinking. "…Dormammu?"

"Right," Curt replied, feeling a little shocked that they already knew of the Eye. "Anyway, from the files that I managed to snatch when I escaped, it's that to operational and activated o 7:35 p.m.…." The scientist knew that the group couldn't take any more surprises, but nonetheless, pressed the button once again, which showed the time, and most shocking of all, the date. "…tomorrow night."

Needless to say, this was shock to all, but it soon halted when they soon hear the voice of the Dr. Strange. "Our predicament is dire, but do not despair." said the Doctor, causing everyone to turn and look at him, and sees that he is smiling just a little, while Sue is grinning happily. "As Ms. Storm said earlier, we can rise above this. Now, as far as the civilians go, just leave that to me and my fellow sorcerers, we already have something special in mind for them."

A smiling Sue soon joins in. "And as far as manpower to take to stand up to Osborn, don't worry, that lunatic is in for a big surprise."

**THE LOUNGE**

Still exhausted from having dealing with Kraven and the Lizard form of Dr. Conners, Peter, who sits in a chair with his mask sitting on a small table beside him, and Bobby and Kitty, who are sitting in a couch, all bask in the opportunity to finally rest.

"Geez," said the exhausted Peter. "Just when you think the craziness is finally over, it comes back at full force."

A smirking Bobby decides to say his opinion on how the night went. "Really, Web-Head? Because back when I was at the X-Mansion, I remember that fighting monsters after training with Logan as being that of a typical Tuesday. Besides, I got a feeling things are about to get a whole lot crazier."

For once, Peter felt in total agreement with the 'super-cool' member of the X-Men, but it was on a subject that neither of them enjoyed. "That's the understatement of the decade." Replied a sighing Peter, but then looked ahead out of the lounge and at the door in the hallway, one in which Beast and Curt went into to talk to the leaders. "But hopefully, with the info Dr. Cconners has, we can put an end to it all soon."

Suddenly, Peter soon spots Mary-Jane passing through the wall. A sight that filled him with energy and joy, to which made him to turn to Bobby and Kitty. "Uh, guys, listen I gotta go! Are you two going to be…?"

Kitty quickly held up her hand to stop Peter from talking, all while giving him a small smile. "We'll be fine, Pete. Go get her."

Peter returns Kitty's smile with one of his own, feeling that he has her blessing. "Thanks, Kitty." With that said, Peter grabbed his mask, puts in in his belt line, jumps out of his seat and ran over towards MJ.

Kitty's encouragement of Peter going after Mary-Jane sparked surprise in Bobby. "You're not mad that he's going after the red-head?"

Kitty maintains her small smile before addressing Bobby. "No, he loves MJ. He told him himself" Though she felt a little bit of the disappointment return, but perks right back up. "But it's cool, I respect his decision. And besides, the fact that I have a great guy like him as a friend is enough for me."

At this point, Bobby admired Kitty for being a big about this decision she made, something that attracts him to her even more and was all the more happy now that she was 'available.' "Oh, well, sorry that it didn't work out between you two." He told her truthfully. "And, to be fair, Peter is an okay guy, kind of a pain in the butt, but an okay guy. But as far as him not picking you…that's his loss."

A flattered Kitty lets out a small giggle as she turned and addressed Bobby. "Well…thanks Bobby…" she told her teammate, and at that moment, looked into his eyes, and suddenly, both looked at each other as if kindred spirits looking while looking at one another. But, being shy, the X-Girl briefly turned away blushing…before looking at him one more time. "By the way…you were great back in the lab."

Bobby also blushed, feeling he can now drop the tough guy act around Kitty. For not only does he know by now that she wouldn't buy it, but is also starting to feel that the atmosphere is just right in helping him in telling the X-Girl how he really feels. "Thanks…you too."

**SANCTUM HALLWAY**

Meanwhile, a giddy Peter was just a few feet away from Mary-Jane, as well as finally admit his true feelings. "MJ!" he called, trying to control his excitement.

MJ quickly spun around when she heard Peter call her name. An instance that would've made her feel happy, but instead, secretly saddened her, as she still had the memory of seeing Peter and Kitty kissing burnt into her mind. "Pete, hi," she said with a faint smile, noticing how happy Peter was, perhaps to tell her, his 'life-long best friend', the good news about hooking up with the X-Girl.

After finally approaching her, Peter takes a moment to try and calm down first, to make sure he doesn't fumble his words while trying to talk to her. "MJ, hey, are you…busy right now?"

"No, why?" MJ inquired.

Finally, after digging up all of his courage, Peter comes out with it. "Well, there's something I need to tell you. Something I've been wanting to tell you for a long time now and-"

At that moment, MJ held up her hand to quiet Peter so she can interject. "Don't….don't bother telling me Tiger. I already know what you're going to tell me."

"Wait, you do?" asked a baffled Peter.

"Yeah, and its okay." MJ replied, her smile still present, thought secretly trying to hold back tears. "I don't mind the fact that you and Kitty are together."

"What?!" exclaimed a clearly surprised Peter. "But how did you-?"

"Back at dinner, I went to you and Kitty so you can join us and then…" MJ could feel the pain of that memory returning, but tried her best to ignore it in order to explain. "…when I got to the library I saw you two…kissing."

At this point, Peter's eyes had grown are large as softballs upon hearing this new. "Whoa, MJ, that's…"

Its okay, Pete." MJ interrupted. "Really, it is. I respect what you and Kitty have…and I won't get in the way of it. Just remember that…you'll always have me, your best friend, right? So, I guess I'll see you around." Finally, MJ turned around and proceeded to walk away, still hurting over what just occurred.

As for Peter himself, he just stood there, completely shocked and crushed. All because of a misunderstanding that he felt like he created. "No…" the stunned young man said to himself, then shook his head and went to follow Mary-Jane. "Wait! MJ, hold on…!"

Before Peter could even reach MJ, she was already walking alongside her mother, Madeline, who puts her arm over her daughter and looks over her shoulder, giving Peter a dirty look.

As for MJ herself, she walks alongside her mother to their room…allowing a single tear from her right eye and down her cheek.

All Peter could do was just stand there and let the Watsons leave. For not only did he want to get on Madeline's bad side any more than he already was, but he could tell that he hurt the TRUE girl that he loves. And as much as he hated it, he had to give her some space.

And as Peter wallowed in both sadness and shame, he receives another surprise when Daredevil and Steve approached him.

"Hey kid," said Daredevil, who at the same time, could sense Peter's unhappiness. "Are you okay?"

Peter was naturally to hear Daredevil's voice, and turns to him surprised. "Huh? Oh, DD, uh…" Peter briefly turns to try and fine MJ and Madeline, only to find that that are now long gone. "Yeah, yeah I'm fine…" replied an even more saddened Peter.

Daredevil knew that Peter was lying, but as much as he wanted to talk to him about it, he had no choice but to leave it be, for the sake of the battle planned now recently planned.

A plan in which Steve had to inform Peter of. "Well, son, if that's the case, we need you to come with us so we can discuss something with you."

At this point, Peter's sadness turns to a mixture of confusment and intrigue. "Like what?"

This causes Daredevil to jump in. "Well kiddo, remember that status you have of being pick by that piece of jewelry that you're wearing, and that your destined to be this "Ultimate Hero' that defeats Osborn?"

Peter had forgotten that he was still wearing the Amulet of Watoomb, and thus looks down at it one more time before addressing the Man Without Fear. "Yeah…?"

This prompts Steve to tell the young man why they need to see him immediately. "It starts tomorrow."

**NEXT CHAPTER: THE FINAL BATTLE BEGINS….**


	45. Chapter 45

**NEW YORK**

It seemed to be a typical evening here at New York. In fact, the people walking the streets were now people working 'night shifts' in there respected jobs, whereas others are now in their homes due curfew.

For the people of New York, the feeling they felt in this case was that of a mixture of fear and sadness. And while there were few who still had hope that the un-registered and REAL superheroes would come and save them, others had already given up, and accepted the realization, in their minds, that the Land of the free is now gone for good.

Inside the Triskelion, more specifically, the top level, many H.A.M.M.E.R. agents are at the stations, watching over not only New York, but the rest of the states.

Observing this was that of President Norman Osborn, donning his Iron Patriot armor, minus his helmet, and with a smile on his face. For not only is there no signs of any incidents, such as Captain America and his resistance movement, but his masterpiece, Project Ultimatum, is almost ready for activation. And once it was, the machine would, in his mind, change this world for the better.

However, just as things were proceeding as planned, tonight showed to be that of a surprise, meaning that in Time Square, a small ball of light appears out of nowhere, and suddenly, appears to expand and consume the entire city. After a few seconds, the light soon disappears, and most shocked of all, so did the city's entire population, minus the Guardsmen observing the city in their stations.

Needless to say, this comes as a surprise to the people in the Triskelion, especially for Norman, who frantically looks at the screens of the mostly empty city. "WHAT HAPPENED?!" he yelled in shocked. "SOMEBODY TELL ME WHAT THE HELL JUST HAPPENED?!"

"We don't know, sir, we're still trying to find out." replied a nervous male agent. As he types on his keyboard, and switches to 'satellite view', he sees something that's truly baffling. So much so, he seemed reluctant to address the already irate Norman. "Uh…Mr. President."

A furious Norman turns to the agent, and upon seeing his frightened expression, lets out an aggravated sigh. "Nevermind telling me, I can see that you're too damn scared to speak. So just put it on screen!"

Not wanting to make Norman even angrier, the agent quickly turns his computer, and quickly puts what he's seen on the huge display screen in the bridge.

And sure enough, what Norman and the rest of the agents see I just as surprising. For it shows the entire city of New York being concealed with a giant, round energy dome.

As a furious Norman looked at the screen, he knew full well where this dome came from Dr. Strange, the sorcerer that was freed by the X-Men, who joined Captain America's resistance movement a few weeks ago. "Damn you, Rogers!" Norman muttered bitterly.

As Norman seethed in anger, another agent, a brunette female, also saw something on her screen. "Sir, sensors are detecting intruders on the island!"

After taking a moment to recollect himself, Norman gives the agent this cold reply. "On screen."

The agent waste no time on following that order, and what everyone saw nearly caused total pandemonium.

For outside the Triskelion, what looked like a large portal is seen on the island. And coming out of the portal was that of Captain America, his fellow S.H.I.E.L.D. operatives Falcon, Black Widow and Nick Fury, whom that time is seen carrying a handheld GE M134 mini-gun.

Also with them were that of the X-Men such as Storm, Colossus, Iceman, Nightcrawler and Dazzler.

Joining the fight as well was that of football player turned hero Luke Cage, and the two martial arts masters Iron Fist and Shang-Chi.

However, the portal did not just bring in the heroes. For also coming out of the portal were that of what appeared to be at least forty to fifty people in Guardsmen armor spray-painted blue and all carrying laser rifles. Some of these brave men and women were that of former S.H.I.E.L.D. agents who went into hiding, while others were that of form police officers, soldiers and fire fighters who were saved from imprisonment, and chose to fight with for the Avengers Resistance's cause. All in which earned them the name 'Avengers Troopers.'

Others fighting for the Avengers were that of at least twenty to thirty Asian men and women dressed into yellow and black attire. They were known as the Shang-Sing, a secret gathering of martial artists who protect Chinatown, and an organization to which agreed to an alliance with the Avengers to help in this fight.

As Cap stood ready with his troops, waiting for Osborn to make his move, he couldn't help but think back to how this plan to take on this tyrannical president came to fruition…

**AVENGERS MEETING ROOM, TWENTY-FOUR HOURS PRIOR**

…_The leaders of the Avengers had now given their full attention to Dr. Strange and Sue Storm after he received a mystic message, with Steve Rogers being the one who asks the Sorcerer Supreme this question. "How do you plan on getting the civilians out of harm's way, Doctor?" _

"_Through a teleportation spell," the Doctor replied. "One in which requires ALL of us to perform if we are to transport the entire city's population. And the destination I have in mind is Vishanti Island, a secret island refuge for sorcerers. There, the people of New York, minus Osborn and his army, will be safe." _

_Clea, though happy to hear her husband's plan to save innocent bystanders, lets out somewhat of a disappointed sigh. "Oh, and here I thought you and I would spend some quality time together on that island, Stephen. But, business before pleasure, I suppose." _

_At this point, Stephan could only give his wife a sly smirk, as he always loves her spunk, even in the most dire of situations. _

_However, Beast is the one who keeps the conversation back on track. "Yes, well, I'm just as pleased as everyone here that the people will be safe. But we still face the issue of being outnumbered." _

_The Doctor, after regaining his professional demeanor, turns to Beast to answer him. "Fear not, Dr. McCoy, once we safely escort the people onto the island, we have a spell that can produce a mystic shield over the city to keep any Guardsmen or Registered meta-humans from other or nearby states from invading." _

_This causes Sue to interject and reveal the 'big surprise'. "And as far as Osborn's forces that are inside? Well, we have a little help in that department…" _

**TRISKELION**

As Cap and the Resistance waited with anticipation, Nick looks the corner of his one remaining eye, and saw what he had both expected and dreaded. "Well, I think it's safe to say that Osborn knows that were here."

This leads to Cap and the Resistance to turn and look up to where Nick was looking, and see that that there are thousands of Guardsmen are now flying towards them.

And leading this Guardsmen army was that of…the X-Men! The Government sanctioned team that is, and all black and red black suits, each with its own unique design, and all members of this mutant team flew in with special made 'gliders', a gift from President Osborn himself. This team consisted of such members as…

CYCLOPS: The Team leader, given that title by the President himself after the raid in the X-Mansion.

SABRETOOTH: A seven foot, blond haired, savage wild man with canine teeth, clawed finger tips and with the sleeves cut off from his jumpsuit.

EMMA FROST: A beautiful blonde haired woman in her early thirties and dressed in a black provocative jumpsuit with a match black cape.

BLOB: A large, obese bald headed man and flying one a tank sized hovercraft as oppose to a glider.

PYRO: A blonde haired man dressed in an orange and black jumpsuit, wearing goggles and with what appears to be a flamethrower on his back.

AVALANCE: A man donning a silver and black armored suit with a round helmet.

GAMBIT: A red eyed thief wearing an overcoat over a black jumpsuit, and holding what appears to be a playing care in his right hand.

DOMINO: A white skinned woman with short black hair, and a literal right black eye.

TOAD: A small, green skinned man dressed in black, all while sticking out a long tongue.

And finally, LADY DEATHSTRIKE: A woman of Asian descent with robotic-like arms with four feet fingers on each hand.

Just as Osborn's X-Men arrived with their troops, Osborn himself, in full Iron Patriot attire, comes flying in with the rest of his Ultimates…as well as a few more Guardsman troops, which unfortunately outnumbers the Resistance.

As he looked down at Cap and his forces, the Iron Patriot activates a speaker system in his armor so he can address the Super Soldier himself. "Well, I always knew you had stones, Rogers, but you surprised me by now showing any brains." said the Ultimates' leader in a condescending tone. "I mean, is this really all the men you could muster up in an attack against me?"

Cap did not answer the Iron Patriot at first, but instead, just gave him a cold glare, until finally, he turns and notices bubbles coming from the ocean next to the island, something that makes him look back up at the Patriot with a smirk. "Not quite."

Moments later, a huge splash of water occurs, and up comes the ruler of Atlantis himself, Namor the Sub-Mariner! And he wasn't alone, for coming out of the see as well were at least thousands of Atlantians with spears, and all wearing masks filled with Salt Water to help them breath on the service.

As Namor landed next to Cap, the Sentinel of Liberty himself turns to address Namor. "Nice of you to join the party, pal."

"I do this as a favor for the beautiful Sue Storm, Roger," Namor replied bluntly. "And nothing more."

This typical reply caused Cap to slight shrug. "Of course, you do." He then said this as he looked back up at the Iron Patriot. "Sue says thanks, by the way."

As he sees the thousands of Atlantians joining the fray, and angry Iron Patriot feels compelled to mentally activate his personal A.I. in his helmet and give it this command. "Get me Octavius…NOW!"

**BAXTER BUILDING**

Outside the Baxter Building, and in a nearby alley, what appeared to be a dark shroud appears out of nowhere, and soon opens up to reveal itself to that of the hero known as Cloak, and he also brought with him his partner, the blond haired woman named Dagger, as well as the two remaining members of the Fantastic Four, Sue Storm and Ben 'The Thing' Grim. Also there were the X-Men such as Beast, Kitty Pryde and Logan, as well as Firestar, and the destined Ultimate Hero himself, Spider-man.

"Well, we're here," said Cloak, but then turns to Sue and Logan with a worried expression. "But are you sure you don't need us here? I mean, if something was to…"

Before Cloak could finish, Logan interjects. "Thanks, but the more of us there are, the bigger chance we have of getting caught."

At this point, Sue soon speaks her mind. "And don't worry, we will end this! One way or another! Now go and help Steve and Namor. I think they can definitely use your help more than we can."

Though just as reluctant to leave as her partner, Dagger nonetheless gives Sue a nod of acknowledgement and turns to Cloak. "Well, you hear her, big guy! Let's go and give Cap a hand."

Letting out a sigh, Cloak gives Dagger a nod before turning to Sue and the others one final time. "God speed." With that said, he allows Dagger to stand close to him, and thus he closes his cloak and vanishes out of sight.

Once Cloak and Dagger left, Sue takes a moment to address the team present. "All right everyone! This is it! Today is the day that we finally bring Osborn once and for all! But from here on in, whatever action we take from here on it, we need to be smart about it if we're going to come out of this alive." Before continuing, Sue takes a moment to look at Spidey. "Especially you, Pete! Seeing is how you're the key in helping us win this!"

Spidey lets out a somewhat reluctant sigh as he gives her a nod. _"Yeah sure, no pressure or anything." _he thought, as he remembered back to the moment of how he got into this….

**AVENGERS MEETING ROOM**

_The night before the mission, Young Peter Parker stands before the leaders, looking completely dumbfounded at what he had just heard. Not only did he find out that he the full scale assault against Norman was tomorrow, but he also had another task ahead of him. "The Baxter Building?! But why have me there first?! Isn't that 'doomsday machine' Osborn's cooked up at the Triskelion?" _

_At this point, Nick comes in to address the young man. "Yes, it is, and you will, but a few more heroes are being held inside the miniature prison known as the Big House that's located in the lower levels of the Baxter Building." Nick then showed Peter the holographic image of the small prison and the Baxter Building. _

_Seeing this, however, Peter could help but look and feel confused. "Well, okay, I'm more than happy to help in a jail break, but I still have to ask, where do I fit into this?" _

_To answer this question is that of the Doctor. "Well, as we've just found out, one of the prisoners being held there is Thor." As the Doctor explained, Nick presses a button on the table as if right on que, and shows an image of Thor in a cell, arms and legs bound and with a strange red, glowing stone being latched onto his chest. "And to make matters more troubling was that he's being held by another mystic artifact, this one in particular being called the Zom Lock, which has the ability to suppress the powers of god-like beings." _

_Upon hearing this explanation, a still shaken Peter then holds up the Amulet of Watoomb on his necklace to ask this question. "And let guess, the only thing that can open it is the Amulet that I'm wearing?" _

_The Doctor gives Peter a nod, despite sensing his discouragement. "Correct." _

_At this point, Logan gives a still stunned Peter a pat on the shoulder. "Looks like you're a bigger celebrity than you thought, kid. But do us both a favor and try not to get killed. "The last thing I need is to have your aunt verbally rip me a new for ANOTHER hour and a half." _

_This caused Peter to look at Logan with a narrow brow. "Oh, poor you." he told the X-Man, but also stood there wondering how he was going to explain this to his aunt on how he was now going the life and death mission he trained so hard for earlier than expected…_

**BAXTER BUILDING**

…a mission he was now taking part in as the Amazing Spider-man, uses this brief moment to address Sue and give her a smile behind his mask. "But yeah, don't worry Ms. Storm, aside from saving the world and defeating our lunatic of a president, not getting kiss is most definitely on my things to do list."

While they all agree that this quip was not one of the Web-Head's best, they nonetheless chuckled as they also wanted to come out of this in one piece, especially Kitty, who gives the Wall Crawler a small smile, and like him, wanted to stay alive so she can be with her loved ones, more specifically her mother…and Bobby.

As for Firestar herself, though she appeared sad at first after getting a glance of Spidey and Kitty looking at each other, for she was still under the impression that they in fact were a couple, she still respected his decision and would always be there for him as his best friend. For even though she loved the Web-Head with all of her being, she felt that she would much rather be a part of his life as a friend as oppose to not being part of it at all.

Meanwhile, Sue soon walks ahead and turns to the team, where she proceeds with the next phase of the plan…in which to make both hear and her teammates disappear. "Well, let's get started. Everyone stay close." Without wasting any time, the Invisible Woman concentrated and soon made herself invisible. But she did not stop there, for as she concentrated harder, she began to expand her consciousness, and proceeds to slowly turn her teammates invisible as well, starting with Beast.

This action, however, made Ben let out an annoyed groan. "I always hate this sneakin' around stuff! I'd rather just clobber these punks into next week!"

Logan answered the rocky brute's statement with a slay smirk. "Don't worry, rocky, I'm sure we will once we get inside." said the feral X-Man, then both he and Ben become completely transparent.

As Kitty was the next to become invisible, Spidey soon begins to think to the time that seem to be just as painful as any punch, laser shot or any other attack he would be facing once he and his teammates go inside the building…

**DR. STRANGE'S CHINATOWN SANCTUM**

…_for he remembered when he, the unmasked Peter Parker, was in the room he was sharing with Aunt May, whom he just told about the mission, which stunned her beyond believe, and pausing in total disbelieve and fear. _

_Afterwards, an uneasy Peter practically forced himself into saying his mortified aunt. "We…we leave tomorrow evening." _

"No..." said May with her hands over her mouth. "Oh god, no! Not now!"

Without giving it a second thought, Peter rushed in and hugged his now sobbing aunt, while on the verge of tears himself.

"Aunt May, I know, I think it's crazy too," said the young man holding his aunt close, but then gently pulled away so he can face her. "But this is something I've been training for, and we both know that this was coming."

May takes a moment to wipe the tears from her eyes before answering. "I know, but for, it'll always be too damn soon, because I don't want you to do this at all!"

"Yeah, I know, and I'm not too crazy about it either." Peter replied truthfully. "But nonetheless, it's still my responsibility. And I, along with the rest of the Avengers are going to get this done take down Osborn once and for all." Before continuing, Peter gives his aunt a smile. "And besides, that promise I made to you when I first got his amulet, when I said I would come out of this alive, I plan on keeping it! Trust me!"

May stood there quiet for a few moments, thinking that she dreaded this moment in which Peter would have to put his life on the line not just for the country, but for the entire world. But at the same time, she was silently proud of the responsible man that Peter has become. And so, with every ounce of love and energy in her being, she hugged Peter hard in close, for while she knew that Peter would try to keep his promise, she knew deep down that there was the possibility of losing him just as she lost her husband. "You damn well better, kid! You damn well better!"

**BAXTER BUILDING **

After remembering that tender moment with his aunt, Spidey allows Sue to turn him invisible next. _"Well, here goes…I'm scared out of my mind, but Aunt May, Uncle Ben," _Spidey then turns to the still visible Firestar right beside him, who in turn gives him a small smile, and causing him to give her a nod in response. _"Mary-Jane, and to all the people I've come to know and love. This is all for you!" _With that declaration, both the Web-Head and Firestar are soon turned invisible with the rest of their teammates, and thus they begin their mission to enter the Baxter Building to liberate the imprisoned heroes.

Meanwhile, inside the Baxter Building itself, specifically the top level, in which the room that was once the living room of the Fantastic Four, but was now serving as a computer bridge, Doctor Octavius is seen trying to coordinate his staff of panicked technicians after seeing Cap and the resistance show up in front of the Triskelion.

Also present on the bridge was the five members of his team, the Superior Six, who also appeared to be quite startled at this turn of events.

"Everyone stay calm, damn it!" Otto yelled. "Now is not the time to panic!"

This statement caused the worried Scorpion to step in. "Are you kidding?! Captain America's got sea people behind him! This is a perfect time to panic!"

"Shut up, Gargan!" Otto barked, then recollected his cold and calm demeanor. "We obviously do have a problem. But every problem, big or small, has a solution."

At that point, a hardly convinced Mysterio interjects. "Really? Just like that problem of Curt Conners escaping our custody, and your solution was to send that jungle nut Kraven after him before he could reach the Avengers?"

This causes a sneering Vulture to step in as well. "And judging from current situation, I say that plan worked out perfectly."

At that moment, Otto's calm demeanor soon vanishes just moments after reclaiming it, and full on rage consumes him. "Sending Kraven was our idiot President's idea! It's not my fault that he allowed himself to be distracted by his little Ultimatum toy that he-" Suddenly, Otto has a look of pure astonishment once he remembered one particular word he just said. "…distracted…." At that moment, Otto soon used his mechanical arms to quickly move towards a nearby agent, which was an African American male. "You! Patch in the surveillance monitors of the lower levels of the Baxter Building!"

"Yes sir!" said the agent, then typed on his keyboard, and showed the footage of the building's lower levels, all in which appear to be quiet, despite the hectic circumstances.

However, Otto was still not convinced of this, thus prompting him to give this next order. "Switch to infrared!"

The agent does so, and soon all of the screen goes totally black, and in one room, shows seven red and yellow human shapes, all in which was the body heat of seven people! The people that were Sue Storm and the selected stealth team from the Avengers!

"I knew it!" said an annoyed Otto. "Rogers and his men at the Triskelion are serving as a distraction! Trying to convert our attention to them, all the while sending another team here! Probably to free the prisoners in the Big House!"

Needless to say, this revelation caused shock and awe to everyone in the room, especially the Scorpion. "Oh man, you mean, there trying that Conquer and Divide trick?"

This question caused Otto to roll his eyes in annoyance before answer the Scorpion. "It's DIVIDE AND CONQUER, imbecile! And no, not this day!"

Suddenly, one of the agents soon speaks up to notify Otto of the transmission he received. "Dr. Octavius! The President is ordering our assistance at the Triskelion."

This order did not shock Otto at all, in fact, it irritated him all the much more. "Of course, he is." he muttered, then turned to turned his attention to Vulture. "Toomes! Take Electro and Mysterio with you, as well as what forces we can spare over to the Triskelion to help Osborn detain the rebels…sense he obviously can do so on his own!"

"Really? Vulture asked with a skeptic raised eyebrow. "And what will you do?"

"Deal with the pests that currently infest our headquarters. Now go!"

Though they weren't too keen on taking orders from Otto, the three members of the Six nevertheless followed his instructions with Mysterio creating a puff of smoke that covers them and makes them vanish out of sight.

Afterwards, Otto turns back to the agent still looking at the screen on infrared. "Agent, where are those heat signatures located?"

"Level 3, sir, just two more levels away from the Big House.

"All right then," the determined Otto turns his attention to Sandman. "Marko, since you can get down there the fastest, see if you can catch up with the intruders and deal with them."

"Gladly!" said the smirking Sandman, who at that moment, begins to disintegrate in a sandy mist, which in turn flies into an air vent.

Moments later, Otto turns to Scorpion. "Gargan, your with me!" With that command, Otto mentally commands all four of his metal legs to walk him over to the elevator, with Scorpion himself not far behind.

As he enters the elevator with Otto, Scorpion looks at the tentacle scientist with a bit of intrigue. "Well, aren't you confident?"

"Leaders always are, dear boy." Otto replied as he commanded the upper right tentacle to press a button to take them down to the third level. "Especially since I have a bit of a surprise for our guests." With that said, the elevator door closes, and thus, the two men head down confront Sue and the others.

**TRISKELION**

As all of the Atlantian army finally arrives, it proved to be quite an impressive sight to behold. For the Ultimates, it was a mixture of feelings for certain people. For Sabretooth, Gambit and so forth, it was an exciting chance to show their skills or satisfy their bloodlust. But for Iron Patriot, it was a mere annoyance that was putting a damper on his plans, knew that he had to get rid of them as soon as possible.

This alliance of the Avengers and Namor's Atlantian army is not only seen by the Ultimates…

**VISHANTI ISLAND**

For on this secret island, which is now filled with the scared and confused people of New York that were just transported, Dr. Strange, Clea Sersi and Agatha Harkness were creating a small portal which not only helped them see the Atlantian army arrive, but also sending more Avengers Troopers to aid Cap, and was just seeing two Troopers walk through it.

One of them seeing the last Troopers pass through it was that of the Doctor, who lets out a sigh for he knew he, and his longtime ally and former student Sersi were next. "Let us be off, Sersi."

As Sersi gave the Doctor a nod of acknowledgement, Clea is struggling to maintain her usual free spirited demeanor. With her husband about to war, she backs away from the portal and hugs the Doctor tightly. "Stephan, I still think I should be out there with you!"

The Doctor holds his wife hard and close, knowing he might not get another chance. "No, Clea, if we are not successful it is up to you and the Troopers remaining here to keep this people safe, as well as carry on the fight." At one point, the Doctor gently puts his hand on Clea's cheek and looks into her eyes. "But know this, whether or not I live though this, my love for you will never die."

Without wasting any more time. Both the Doctor and the teary-eyed Clea lean towards each other and kiss with every ounce of love and passion in their being.

Both husband and wife wanted this moment to last forever, but the Doctor knew he was needed and thus gently pulled away and walked away from Clea, with both he and she gaze at each other as the Doctor backed in the through the portal, with Sersi not far behind, with the portal closing seconds later.

As Clea allowed tears to stream down, she is approached by Agatha, who puts her hand on her shoulder to comfort her, as well as remind her of the task that lay before them. "Stay strong child, as much as the world needs your husband and the brave souls in New York, these frightened people need us."

After wiping the tears from her face, Clea soon regains her strength and with Agatha to a platform that was built over a hill to address the scared New Yorkers on the island.

And as if they weren't frightened enough, the stress within the people were only strengthened by a middle aged man with a flattop haircut and mustache. "WHERE IN THE HELL ARE WE?!" he yelled at the top of his lungs. "IF THIS IS ONE OF OSBORN'S SICK NEW WAY OF KEEPING US IN LINE, THEN SCREW THE IMPEACHMENT, WE'LL HAVE THE AMERICAN PEOPLE STAND IN LINE TO KICK HIS-"

Before the man could finish his rant, Agatha is seen taking her glowing index fingers in both hands, pointing them at her throat to increase the volume of her voice as she says. "ATTENTION!"

With her voice booming throughout the island, she successfully gets everyone's attention. After taking a moment to rub her neck, for this spell always caused a sore throat, Agatha nevertheless shook off the pain so she can address the people. "I realize that this is very…surprising for all of you, but allow me to explain everything."

As Agatha began to tell the confused and scared New Yorkers why there were there on the island, one of the helpers of the island, May Parker, silently prayed for the safety of her nephew who was in New York. _"Please, God….watch over the only family I now have left on your Earth! Please don't take my Peter."_

**BAXTER BUILDING**

Inside the huge metallic room that was housing the Big House, which was sitting on a table in the middle of the room like a miniature building model at a museum, two Guardsmen keeping watch, it all seemed quiet at first.

However, the quiet mood soon changes when one Guardsmen feels a blunt force hits him in the gut, then hits him in the head, dropping him to the floor and into unconscious.

The other Guardsman looked stunned and frightened when he saw this, then feels that same force knock him in the faceplate so hard, it sent him flying across the room and crashing into a wall.

Moments later, the mysterious force soon reveals itself to be that of Sue Storm, Spidey and the rest of the stealth team here to liberate the imprisoned heroes inside they're miniature prison.

Once they see that there are no looming threats, Sue then turns her attention to Beast, who by this time is plugging in a small hand held computer device to the control station of the near the Big House. "Hank, have you hacked into the systems yet?"

I have, Susan," Beast replied, looking at his devices screen, which showed a meter that's building up from fourteen percent. "And I should have control over their mainframe in precisely ten minutes."

For Spidey, hearing this was truly goods, as he felt he can get this mission, and this conflict with Osborn over with more quickly. "Good enough for me." said the Web-Head, but his happiness is short lived once he felt his spider-sense tingling. "Oh man, guys, we got a problem!"

Upon hearing this, everyone stood alert, from Logan popping out his claws, to Ben putting up his dukes and Sue standing ready to use her invisible attacks.

Firestar also heeds Spidey's warnings and produces two fireballs from her hands, ready to throw them at anything, while Kitty stands close to Beast, in case she needed to use her phasing powers to protect him, seeing is how he too is vital for freeing the prisoners in the Big House.

As Spidey stood in a defensive stance, a confused Ben looked around and saw nothing. "What problem, kid? I don't see any-" Suddenly, the sandy mist form of Sandman comes flying out of the air duct, forms a fist and punches Ben in the face, which stuns him slightly. It later heads towards Spidey, who quickly ducks to dodge it, but it manages to pull up and give Sue an uppercut to the chin, sending her up high into the air.

Fortunately, Spidey points his right hand upward, shoots a web-line which sticks to Sue's abdomen, and pulls her down towards him, where both he and the recovered Ben safely catch her.

As for the sandy mist, it flies right in front of Spidey and the others, where it soon forms into the sandman, who stands in a confident posture with his hands on his hips and a huge grin on his face. "Think you can just waltz in here and save a few of your buddies, ya punks? Well, not if the Sandman has anything to say about it!"

Knowing that this was a tense situation, Spidey used the only thing that helped him when he was nervous, and hopefully boost the confidence of his team: his sense of humor. "Really? Sandman, that's your name? I was leaning towards Captain Kitty-Litter."

With a sneer, Sandman soon turns both of his hands into large sandy-mallets. "Laugh it up, bug boy!"

Suddenly, before any action could occur, it's brought to a halt when everyone hears the double metallic doors open, and reveals both Otto and the Scorpion on the other side. "Ah friends, welcome." said a grinning Otto, who feels his has the intruders right where he wants them.

To that Otto's words sickened Spidey and his team was an understatement, especially to Logan, who pointed his claws at the tentacle scientist. "We're no friends of yours, bub! The friends we got is in that little doll house you got back there!"

The angriest out of the stealth team was that of Sue, who gives Otto a death glare as she asks him this. "Not to mention family! Where are my brother and fiancé!"

As he and Scorpion walked into the room, a chuckling Otto puts his hands up in defense. "Now, now, let's blow things out of proportion, shall we, Ms. Storm? You wish to see you both Reed Richards and Johnny Storm, they are here, as well as a…'new friend.'" Seeing that his words have confused Sue and the rest of the members of her team, Otto pulls out a small remote and presses the button, which automatically opens a large metallic door and reveals three people. People in which caused shock to Spidey, Sue and the rest of the heroes, and those three people were:

AMEBA: Who was revealed to be Reed Richards, only he appeared to have pale, lifeless skin and dressed in a black and red uniform.

INFERNO: Who turned out to be Johnny Storm, who also had pale skin and wearing the same jumpsuit as read, but with his eyes and veins glowing in a strange, neon green color.

And HOBGOBLIN: A large, bulky orange monster, whose eyes were literally burning with fire.

The sight of seeing two of the most important men of her life both horrified and destroyed Sue, and most brought her to tears. "No…!" she said, then furiously turned to Otto. "WHAT HAVE YOU DONE TO THEM, OCTAVIUS?!"

"I made them obedient." Otto replied smugly, then turn to Ameba, Inferno and Hobgoblin. "All of you, to me!" With that command, the controlled Ameba and Inferno followed Otto's order, with Ameba stretching his body from one point to the next, to Inferno bursting into a green flaming form and hovers over to the tentacle leader of the Superior Six. As for the Hobgoblin himself, he just stomped over to his controlled compatriots…and in the most of unsettling of situations, not take his eyes off of Spidey.

Otto's smile only got bigger, for not only does he have three more people on his side to even the odds, the fact that two of the are related to one of his enemies, and wouldn't dare harm them, gives him more of an advantage. "Ah, such a touching little reunion, don't you agree?" he asked Sue, who still looked at him with intense hatred. "Ad it will stay a happy one if you choose to give us your unconditional surrender."

All of the heroes looked at Otto with disdain on how he could take such pleasure in turning two members of the Fantastic Four into her personal puppets, something in which makes Ben pound his fists together. "Pal, the only thing you're gonna get from us is a big ol' can of whoop-ass! 'Cause now, you just made this personal!"

The monstrous Hobgoblin decides to answer this while still looking at Spidey, and even stranger, Firestar. "Speaking of 'personal'," he said in a deep, almost demonic voice, then pointed at the two teen heroes. "I'm going to personally enjoy tearing the two of you into pieces."

Both Spidey and Firestar turned and looked at each other confused by hearing the Hobgoblin's threat, and afterwards, it's the Web-Head himself who questions the orange brute. "What did we ever do you?"

The Hobgoblin lets out an anger filled growl before he answered the baffled Wall-Crawler. "EVERYTHING!"

**TRISKELION**

Within moments, Mysterio, Vulture and Electro finally arrive before the Iron Patriot, each staying floating up in the air in their own unique respected ways. And as if that wasn't enough, at least sixty more Guardsmen all show up and added more man power to the Ulimates' army.

Back below, Cap and his forces look up and see this, and were all somewhat taken aback when they saw that the other half of the Superior Six was not present.

This is especially troubling to a normally calm and collected Nick Fury. "Something's not right, I can feel it!"

"I know," Cap replied the battled hardened S.H.I.E.L.D. director, who was just as concerned as he was.

Moments later, both Dr. Strange and Sersi had just arrived to join the fray, with Sersi making their presence known. "Hey guys, what did we miss?"

This leads to Nick to let out a sigh before giving the sorceress this reply. "The beginning of our own personal hell!"

Back in the air, Iron Patriot addressed Mysterio and the rest of his comrades looking somewhat displeased with Otto not with them. "Where's Octavius?"

Vulture answers the armored leader of Ultimates by hovering over to him. "He's currently dealing with another matter at the Baxter Building. One in which is a team sent by Rogers himself."

"Really?" asked an intrigued Iron Patriot. "Well fine, I'm sure that gift I gave him will take care of them. Besides, I'm positive I can get rid of these pests here with the forces that I have."

Suddenly, the Iron Patriot and his forces are soon surprised when Baron Mordo teleports in plain view and levitates before them. "Do not forget me, Mr. President."

Upon seeing Mordo, Mysterio gives him a respectful bow. "Master."

"Ah, hello Beck," he told the bubble headed Superior Six member with a nod, then turns his attention back to the armored President himself. "The preparations for project Ultimatum are finished, sir. And that leaves me free to provide you with assistance in dealing with Roger's resistance movement."

Before Iron Patriot could answer Mordo, he briefly looks down at the roof of the Triskelion, and is happy to see that what Mordo just said is indeed confirmed.

In that the spider-legged designed Ultimatum machine is now finished, and with the Eye of Dormammu glowing and resting on its top, as well as having a time clock that showed the time of 6:50 p.m.

After seeing his masterpiece in place, Iron Patriot turned to Mordo with a smirk behind his faceplate. "Excellent." he told the sorcerer, then looked down at Cap's army below. "Then let's go ahead and deal with these…pests once and for all! Ultimates…..!"

Back below, Cap hears the Iron Patriot calling his men, then gets his shield ready. "But we're just going to have faith that Sue and Peter will finish they're mission. It's too late for us to back out now!" With that declaration, Cap holds his shield up above his head, and gets his troops attention. "Avengers….!"

Finally, the Iron Patriot points down at Cap's army and yells. "…ATTACK!" At that moment, the Iron Patriot falls downward, with the Ultimates, X-Men, and the rest of his Guardsmen army following him!

Seeing this, Cap finally points his shield at the invading Iron Patriot and yells. "ASSEMBLE!" With that command, all of the Avengers Troopers and heroes that could shoot energy blasts all open fire at the Ultimates coming their way.

This also leads to Namor raising his hand and giving his own battle cry. "IMPERIOUS REX!" Soon after, he uses the wings on his ankles to fly up and charge the Ultmates, with the rest of his Atlantian Army flying with him, and thus helping the Avengers in their war against the armored President and his oppressive regime.

**BAXTER BUILDING**

After a long stand-off between Otto's new Superior Six and Sue's team of heroes, it is Otto himself who finally decides to start things off. "GET THEM!" he yelled and he and his team charged forward.

Now knowing that the fight is on, Sue and the rest of the heroes charge forward, with Spidey himself thinking this as he leaped into action. _"Well, so much for things running smoothly." _

And from then on, whether it was in the Baxter Building, or the Triskelion, the final battle of the Ulitimate Civil War….had officially begun.


	46. Chapter 46

**TRISKELION**

Whether it was laser blasts, pain-filled screams or death raddles, the sounds of warfare can be heard throughout New York.

For the Triskelion, the Avengers Troopers were firing their laser files at the Guardsmen in the air, as well as the opened panels of the Triskelion that were housing laser torrents that were that were returning fire. And out of all of the Troopers taking it to the Ulimtates, Nick Fury shows more intensity and will as he used his M134 minigun to mow down the Guardsmen in the sky.

The Atlantians also fired at the sky and at the flying Guardsmen, but with their spears housing the mystic blue heads which fired blue blasts.

The defenders of Chinatown, the Shang Sing, also proved their bravery in this fight. For not only were they taking the fight to the Guardsmen in hand to hand combat, but most of them were using specially made projectile weapons known as Nests of Bees to shoot out small arrows which explode on impact, hitting both airborne Guardsmen and the Triskelion torrents.

Meanwhile, many of the Avengers themselves, namely Captain America, Luke Cage, Iron Fist etc. were usually taking on their enemies through hand to hand combat.

For Cap, he is seen blocking Guardsmen's blows with his shield in his left arm, while delivering a knockout blow with a right hook. He later spots an incoming Guardsmen coming his way, and this swings his shield and rams its edge into the faceplate, causing him to fly up in the air, and fall spine-first on to the ground.

Back on the Ultimates' side, things were just as hectic. In that a hovering Iron Patriot is seen firing his repulser blasts at incoming flying Atlantians, as well as grounded Avengers Troopers, all in which the settings were set to kill. Moments later, the Patriot sets his sights on Cap, who just so happened to spot a Guardsman attempting to come at him from behind, and thus gives him a right legged back kick.

He then takes aim with his right repulse and what was just about to open fire, until suddenly, a bolt of lightning hits his chest plate.

Sure enough it was that of Storm, who levitates in the air and puts the Iron Patriot's assault to a halt by firing a lightning bolt from out of her right hand.

However, before she can increase the strength of her lightning bolt, she is interrupted when a strange red blast comes out from above and hits Storm in the stomach and sends her down hard to the ground.

As the Iron Patriot began to recover from Storm's attack, he looks up to see who fired that blast.

Turns out, it was that of Cyclops, who is seen flying on his glider and with his visor smoking after firing an optic blast. "Can I and my team be some assistance, Mr. President?" he asked as the rest of his 'X-Men' soon joined him.

"Well, for starters, you can keep your former friends off my back while I deal with Rogers." The Patriot replied coldly as he charged up his repulser.

"They were never my friends, sir, but consider it done." Cyclops told the armored president, then looked down and sets his sights on Storm, only to be helped up by Colossus and the rest of the X-Men. "X-MEN ATTACK!" yelled Cyclops, and he and his government sanctioned X-Men all flew down to attack Storm and the rest of the original and real X-Men.

Meanwhile, the Iron Patriot sets his sights back at Cap, targets him and fires his repulser.

Fortunately for Cap, he looks up and notices this, and realizing that he has no time to block it with his shield, performs a backflip to dodge it.

Even after missing, the Patriot still does not give up, and feels that he'll persuade his troops to keep fighting by taking a more personal approach with Cap. In that he changes downward, with his right fist upward and goes for a right hook, with the intent the super soldier into the pavement.

Luckily, Cap spots this and holds his shield in front of him, which indeed blocks the blow. However, due to the Patriot's strength enhancing armor, it nearly knocks Cap right off of his feet, and he was using every single ounce of his lower body strength just to stand and press against the armor president's attacks. _"Sue…Peter…" _ thought Cap as he valiantly continued to press on against the Patriot and keep him at bay. "_I sure hope you're having a better luck than we are!" _

**BAXTER BUILDING **

The battle between the two teams led by Sue and Otto was just beginning to heating up. With Sue reluctantly using her psionic powers to produce and shoot small transparent, cuff like objects at her mind controlled fiancé in the form of Ameba, who manages to stretch and moves his body in a snake like fashion to avoid the objects coming his way.

And in another fight, Ben 'The Thing' Grimm is currently taking on the Sandman, who at this point has turned his hands into giant, sand-like mitts and throws at left hook at the blue-eyed Thing. Fortunately for Ben, he manages to hold up his right hand to block the punch, then responds by throwing an uppercut to Sandman's jaw, which literally takes his head clean off. A sight which actually disturbed Ben, but what was disturbing of all was when the rest of the Sandman's body soon dissolved and transformed into a giant hand, then swatted Ben as if he was a house fly, sending him flying and crashing into a wall.

In another fight, another Avenger who was having more difficult luck with enemies was Logan, who is seen with his claws drawn and forced to use a more 'stick and move' like style as he went up against both the tailed maniac Scorpion, and the tentacled mad scientist that was Otto 'Doctor Octopus' Octavius.

As for Kitty, she stands by Beast's side as he tries desperately to crack the Baxter Building's security codes to help him access the system of the miniature prison of the Big House. She wanted to jump in and help her teammates, especially Logan, who is seen using his claws to deflect the first two tentacle strikes from Otto, then jumps on one tentacle and gives the Scorpion a jump side kick. But she knew that Beast's job was just as important, and couldn't afford to be interrupted, and thus felt she had no choice but stay in case she had to use her powers to phase him out of danger. A plan that she knew she had to do…but didn't like.

For Spidey, he finds himself jumping and dodging fireballs being produced and thrown by the Hobgoblin.

After missing the nimble Wall-Crawler, the fireballs end up hitting the steel walls, which causes them to dissipate up impact, seeing is how they were all laced with fire proof solution by Reed Richards, who applied this during the time the original Fantastic Four took residence, in case Johnny decided to 'flame on' when not needed.

And though he knew it would be a moot point, Spidey nonetheless felt the urge to go about his usual routine and quip his fire throwing opponent. "Uh, am I the only one who realizes that we're playing with fire INDOORS?!"

Hearing this quip makes the Hobgoblin growl in aggravation. "You've got bigger problems!" With that threat, the orange monster throws another fireball at the Wall-Crawler.

Fortunately for Spidey, he quickly shoots a web-line at the floor and web-zips out down to it, and in the process, dodges the fireball. Once he lands on the floor on all fours, the Web-Head sees that he was now right in front of the Hobgoblin, then jumps up and delivers a right uppercut to his jaw, stunning him.

While still in the air, Spidey takes his right hand, shoots a web-line at a nearby wall. Afterwards, he zips over and bounces off of it and gives the Hobgoblin and doubled legged mule kick to his face, which succeeds in bring the monster down one knee. After landing on his feet, Spidey then goes to knock his orange opponent out by throwing a right hook.

Unfortunately, however, the Hobgoblin proves to be a faster than he looks as he holds up his right hand and catches Spidey's fist!

An act which led the worried Web-Head to say this. "Aw, shoot."

With an evil grin, Hobgoblin picks Spidey up by his hand then smashes him into the floor hard, then toss throws him across the room like a rag doll, causing him to hit the wall spine-first and slide painfully to the floor.

"_Might be too obvious to say at this point," _thought the Web-Head as he tried to stand pull himself back up. _"But regardless…ow!" _

Suddenly, the dazed Spidey is brought to his spider-sense tingle, causing him to look straight ahead and see the Hobgoblin throws another fireball at him, thus prompting the Wall-Crawler to jump up to avoid the fireball and sticks to the ceiling. After taking a moment to tuck the Amulet of Watoomb back into his shirt collar, Spidey shoots a web-line and slowly slides downward, hanging upside down like a Christmas tree ornament. "Wow, being a big giant monster who can throw fire balls, you'd think you would have the ability to, oh, I don't know, aim better!"

The Hobgoblin, now more frustrated than ever, charges towards the hanging Spidey.

As for the dangling Spidey himself, he quickly flips right side up and shoots a web-ball from out of his left wrist, which sticks to the Hobgoblin's face, blinding him. A split second later, the Web-Head shoots a web-line from out of his right wrist, which sticks to the now blinded brute's chest, then zips over to him.

Once he got close enough, Spidey uses his left leg to throw a front kick to Hobgoblin's chest, then follows up with a right legged round kick to the side of his head, causing the monstrous giant into going down on his right knee.

Knowing that he had to act fast, Spidey quickly steps on the Hobgoblin's raised left knee with his right foot, then swings his other leg and strikes orange opponent's head, finally putting down on the floor for good.

In another fight, one that was in the air, Firestar is seen moving to the left side to avoid a green fireball from Inferno, and responds by holding out her left hand and shooting a fire blast at him.

Inferno, however, moves to the right side to avoid the blast, then charges towards the flying redhead at full force.

However, Firestar sees this and thus channels her energy into her hands, and thus creates fire-like gloves. She then waits until Inferno was close enough, then grabs both of his wrists, but does not stop there. For she then channels her energy into her right foot, then kicks underneath the her flaming attackers gut and gives him a mid-air stomach throw, sending him flying towards a wall. Moments later, she then flips right side up, spins around and sees that Inferno managed to stop himself from ramming his face into the wall and save himself.

A sight in which worries Firestar herself. _"Okay, good news is I didn't hurt Johnny Storm,"_ she thought to herself then saw him turn and fly towards her, forcing her to get in a readied posture. _"Bad news is he's still under mind control and still wants to hurt me!" _

Back on the floor, Hobgoblin can be heard growling as he popped back up as Spidey finished shaking his hands in pain. Afterwards, he lets out a loud roar and literally bursts into flame, which burns the webbing off of his face.

Naturally, Spidey was not looking forward to seeing Hobgoblin conscious and angry. _"Oh come on!"_ he thought as he watched Hobgoblin spin around and throws another fireball from out of his right hand, thus forcing him to perform a backflip to avoid it. After he lands on his feet, he aims both of his hands at his orange opponent and shoots two web-lines at him.

However, the Hobgoblin sees this and uses his left hand to grab on to the web-lines, then pulls hard on his end, and thanks to his incredible strength, pulls the Web-Head towards him. Once Spidey was close enough, the orange monster takes his right hand and gives the Wall-Crawler a hard back-fist, sending him to the right side and lands hard on the floor.

Though he was dazed at first, Spidey soon regained his focus once he felt his spider-sense tingle, which prompted him to roll forward and narrowly avoid having the Hobgoblin step on him, and thus causing his monstrous attack to ram his foot through the floor instead.

Once he gets back on his feet, Spidey spins around to shoot more webbing, only to stop when he spots the trapped Hobgoblin lean back and shoot another fireball from out of his mouth. Upon seeing this, the alarmed Spidey leaped and flip over to the left side to dodge the fireball, and upon landing on his feet, he turns to face Hobgoblin, whom by now had just pulled his foot from out of the floor, forcing the Web-Slinger to get in a defensive stance.

Back in the sky, Firestar still has her hands full in dodging the green fireballs of Inferno, who throws them at her as if he was a major league pitcher.

After hovering to the left to avoid one particular fireball, Firstar retaliates by taking both her hands and shoots a fire blast at her green flaming attacker.

However, Inferno sees this and soon creates a fire based shield from out of his hands, and blocks the fiery red-head's blast. From then on, he flies forward and appears to be pushing Firestar's own blast towards her.

Seeing that her own attack was about to be used against her, Firestar stops firing her blast, concentrates and creates a fire based force-field around her body.

Moments later, Inferno pushes both his shield into Firestar, and though her force-field did protect her from serious harm, she is still sent flying backward, and hits the wall back first. Although she slowly slid down the wall at first, she soon levitates back in the air and shakes her head as she lowers her force field.

As Firestar recovered, she noticed Spidey was dodging punches from Hobgoblin, and soon looked worried._ "Peter!" _thought the concerned girl, then through the corner of her eye, she spotted Inferno throwing a fireball at her, forcing her to levitate upward to avoid it.

Once she was higher into the air, Firestar soon spots Inferno flying towards her with his right fist cocked back, then hovers to the left side in order to avoid his right hook. _"Geez, I don't know if that Onto-guy programmed it into him, but this guy just won't let up!" _thought Firestar, and briefly glance at Spidey ducking underneath another right cross from Hobgoblin, and suddenly, looks as if she just got an idea. "Okay, flame-brain," she told Inferno defiantly, knowing that it sounded corny, but the stress of battle left her with little time to think of better insults. "If you want me, come and get me!" With that said, Firestar turned and flew down towards where Spidey and Hobgoblin were fighting.

Not wanting to miss his target, Inferno speeds after Firestar at high speeds.

After looking over her shoulder to see that Inferno was following her, Firestar looks straight ahead to see that she's approaching Spidey, and thus calls out to him. "Peter jump!"

Spidey turns to see Firestar after hearing her voice, and heeding her warning, he jumps up and allows Firestar to catch him and pull up into the air, causing Inferno to fly and crash into Hobgoblin instead, causing the both of them to tumble down, as well as Inferno to revert to his human form as he laid onto of the orange behemoth.

While in the air, Spidey keeps a good hold on the girl of his dreams as he turned to look at her. "Thanks, MJ."

Firestar couldn't help but smile sheepishly and blush upon hearing Spidey thank her, but still thinking that he's 'spoken for', she decided to answer back as a comrade and friend. "No problem, Tiger. You looked like you needed a little bit of helping bringing that big guy down."

Spidey gave the fiery Web-Head a returning smile underneath his mask, but as he looked down, it quickly turned to that of concern. "Yeah, well, it's not hard to knock him down…"

What both Spidey and Firestar saw was Hobgoblin pushing the dazed human Inferno off of him so he can stand back up.

A sight in which irritated and worried Spidey even more. "…It's getting him to stay down, that's the trick!"


	47. Chapter 47

**TRISKELION**

Even the skies of New York were not safe for any soul. For the flying the Avengers who have the ability of flight were fighting alongside the Atlantians against the Guardsmen, all which were led by the Vulture.

One on the high flying Avengers leading the aerial assault was that of the Falcon, who while using his arms to flap his wings, he uses his thumbs to press down specially built in buttons on top of the hands to fire small sabot rounds fire from out of secret barrels on top of his wing, shooting down any Guardsmen that came his way.

However, after blasting one Guardsman out of the sky, the Falcon sees one obstacle coming his way.

That being the Beetle, who shoots energy bolts he calls 'electro bits' out of his gauntlets, which hits two Atlantians, which in turn causes them to burn into ash.

From then on, the armored insect of the Ulitmates spots Falcon, and fires another electro-bite at him.

Acting fast, the winged S.H.I.E.L.D. agent holds his right wing in front of him and successfully blocks the blast.

After pulling his wing away, Falcon receives a surprise when the Beetle holds up his right gauntlet and fires a missile at him.

Now realizing he's in trouble, Falcon knew he had to act fast, and thus decided to execute a maneuver that he would often use against enemies who used homing weapons. After looking down to see Beetle hovering confidently at his handy work, but then go back to shooting Atlantians down, Falcon soon reaches behind his belt, pulls out what appeared to be a grenade, and throws it at the insect designed Ultimate.

Naturally, Beetle sees the grenade coming, and thus quickly points his gauntlet up to blast it before it could reach him.

Falcon looked down and saw the Beetle about to shoot the grenade, but instead of worrying, he quickly closed his eyes.

Sure enough, the Beetle shoots the grenade, and moments later, a huge white light flashes, blinding the Ultimate instantly.

The Falcon waits for about five seconds, then opened his eyes and saw the Beetle holding his eyes in pain, indicating that the first part of his tactic worked. He then zooms down towards the blinded Ultimate with the heat seeking missile still following and closing in on him.

Once he got close enough, the Falcon performs a somersault, which caused the missile to hit the Beetle instead, and the impact was so strong, it blew off pieces of his armor, thus causing him to helpless fall and splashing into the sea below.

Even in dealing with the Beetle, however, the Falcon knows that and is his comrades are far from finished in this fight. As he finds out when he, along with everyone else in the area, hears a loud man screaming!

The winged S.H.I.E.L.D. turns, and sees that the scream came from Goliath, who by now has grown to the size of the Sears toward, and swats away at the Atlantians as if they were flies.

Upon seeing that the Ultimates have now brought in the 'Big Guns', Falcons was just about to go in and help the Atlantians bring down the Ultimate giant. Unfortunately, he stops suddenly to avoid a feather-like dagger from hitting him in the face. The Falcon then turns from the direction the dagger came from, and soon sees who threw it.

It was that of the Vulture, who stands hovering and giving the Falcon a condescending look. "I must admit, for an amateur, you handle your gift of flight quite well." The Vulture said smugly. "However, allow me, a true master of flying, show you how it's done." With that declaration, the Vulture zooms towards the S.H.I.E.L.D. agent with deadly intentions.

Falcon knew he had to go and help the Atlantian army with Goliath, but at the same time, he could see how great Vulture in the air and would catch up to him if he flew away from him! And thus, he felt he had no choice but to take on the elderly Six member, but knew he had to do it quickly. "Let's see what you got, old man!" yelled the Falcon, and thus flew straight towards him, and an aerial battle between two masters of the skies begins.

**BAXTER BUILDING**

In the midst of the battle between Sue and Otto's team, Spidey, who was still in the air by holding on to Firestar, sees the Hobgoblin about to jump in and attack again.

But, the way that Firestar was holding him gave Spidey an idea, and thus slides his hands into hers. "MJ," Spidey whispered. "When I give you the word, swing me."

"What asked a confused Firestar.

"Trust me!" Spidey replied, not taking his eyes off of the Hobgoblin.

Firestar could only sigh as they both waited for Hobgoblin to make his move.

Sure enough, the Hobgoblin lets out a roar, then makes a leap towards the two airborne teens.

Strangely, this was a move in which Spidey was counting on. "NOW!"

With that yell, Firestar, while keeping a tight grip on Spidey's hands, spins around and swings the Web-Head like a baseball bat. This tactic soon pays off for Spidey is able to use both his feet to kick the Hobgoblin in the jaw, and sends flying to the right side and hitting the metallic wall so hard, he leaves a huge dent and knocks him loopy.

After the attack, Spidey lets go of Firestar's hands, flips in mid-air and sticks to the wall, right above the dazed Hobgoblin. "Wow, nice hit, slugger." Spidey told the flying red-head.

Firestar gives the Wall-Crawler a small smile, but then looks down to see that Hobgoblin, shaking his head and regaining sense. "Yeah well, looks like I'll have to hit harder with this guy!" Wasting no time, she creates a large fireball from out of her hands and hurls it at Hobgoblin before he could get back up on his feet.

Unfortunately, the Hobgoblin spots this and simply holds up his open left palm, which successfully blocks the fireball. Afterwards, he produces a fireball of his own in his right hand, and throws it at the fiery red-head.

Acting fast, Firestar flies downward to avoid the fireball then charges towards the recovered orange monster.

However, the Hobgobliin opens his arms and once Firestar comes to him, he grabs her and puts her in a bear-hug.

It was something that did not escape the eyes of the Wall-Crawler, who looks at Firestar's capture his eyes wide-open with shock. "MJ!" exclaimed a worried Spidey, and was just about to jump in and save her before feeling his spider-sense tingle, and thus forcing him to turn.

Sure enough, it was that of the newly recovered Inferno, who by now is in his fiery green flame form and throws a fireball at the Web-Slinger.

Spidey manages to jump off of the wall to avoid the fireball, but sadly, Inferno with his arms in human form, files towards and grabs Spidey by his shoulders, then flies him across the room and pins him up against the wall.

As for Firestar, she struggles in vain to get out of the Hobgoblin's grip.

The Hobgoblin couldn't help but grin, as if taking pleasure in her seeing her hopelessly struggle to get free. However, his smile turns into a scowl as he said this to her bitterly. "I gave you my heart and you snapped it in two! Now, let me return the favor by snapping your spine!"

Naturally, hearing this confused Firestar greatly. "Game me your…" at that point, she soon realized what the Hobgoblin was talking about, and more importantly, who he really was. "My god, Harry is that…" Suddenly, Firestar, could feel Hobgoblin squeeze her tighter, which caused her to feel light headed. It wasn't long befire her eyes crossed and she soon lost consciousness, falling limp in the orange monster's arms.

Meanwhile, Spidey still finds himself in Inferno's grip. However, as he finds himself pinned to the wall and in a tough spot, the Wall-Crawler soon notices something strange.

In that Inferno was twitching and seemed be in pain, and most startling of all, his flaming form seem to flicker from neon green, to natural golden yellow.

And at that moment, his flames died down as well, and his human form flickered from the emotionless Inferno, to the Fantastic Four hothead…Johnny Storm.

While this struck Spidey as odd but also a blessing in disguise, he is soon alarmed when he spots the flickering Inferno channels his energy into his right fist, causing it to burst into flame and throws a right jab. Instinctively, the Web-Head duck causing the suffering Inferno to punch his fiery fist through the steel wall. While crouching down, Spidey responds by throwing hard right jab into Inferno's abdomen, causing him to bend down.

As he popped back up, Spidey looked down and saw the source of Inferno's pain. It was that if a small coin shaped device attached to the back of his neck, and appeared to be badly damaged, as electricity was sparking out of it.

After deducing that this is how Inferno was being controlled, Spidey grabs then pulls the device off of his suffering attack's neck, and as he screamed in pain, the pale skinned Inferno reverted back to the Fantastic Four's Human Torch, Johnny Storm.

Once Johnny was free, however, he soon felt dizzy and passed out in Spidey's arms.

The Web-Head then sits the unconscious Johnny up against the wall, and later checks and confirms that he's still alive. Afterwards, he looks over his shoulder to see the Hobgoblin still squeezing the unconscious Firestar, thus standing up, then shoots a web-line out of his right arm and web-zips to the monster. Once coming close to the Hobgoblin and gives the monster a drop-kick to his face, forcing him to release the outcold Firestar. Not wanting her to hit the floor, the Web-Slinger bounces off of the Hobgoblin's face and catches Firestar and scoops her up in his arms.

The concerned Spidey then holds slings Firestar over his shoulder and uses his left hand to shoot web-line and zips over where he placed Johnny.

Upon arrival, a worried Spidey gently sits Firestar down. "MJ?!" Spidey then puts his fingertips on her neck to check her pulse, and to his relief, he felt it. "Oh, thank God."

Meanwhile, Kitty is still standing next to Beast as he continues to hack into the systems of the Big House, and just so happens to spot Spidey tending to both Firestar and Johnny. "Peter!"

Beast hears Kitty yell out the Web-Head's real name, and as he briefly looks up, he sees him, as well as the two other unconscious teens. Though he was almost finished hacking into the systems, he knew he couldn't ignore his Hippocratic oath. As such, reluctantly turns to Kitty to tell her this. "Kitty, go over there, ask Peter if those two are injured in anyway, then come back and tell me! Go!"

Though reluctant at first, Kitty nevertheless gives him a nod and runs over to help Spidey with the unconscious teens.

As for Beast, he returns to work on hacking into the Big House's mainframe, but briefly looks down at the windows to address it's shrunken inmates. "Fear not, my friends, we'll have you free in just a few moments.

**BIG HOUSE**

Inside the main hall of the small prison many of the inmates, many of whom were former superheroes and heroines all cheered, all while still being looked over by small humanoid robots known as Ultrons still trying to keep them under control.

One inmate looking through the window at the large Beast from his cell was that of former billionaire Tony Stark, who at one point went under the alias Iron Man, but was soon arrested along with many other heroes when he refused to in force the Superhuman Registration Act as part of President Osborn's 'new' America.

And though he was happy to see Beast hard at work trying to free him and his fellow heroes, he briefly turns to one steel door and looks a worried.

On the other side of the steel door was that of Thor, who had both of his hands and feet bound by large steel cuffs attached to the wall, and the glowing artifact, the Zom Lock, keeping him in an unconscious state.

Back in his cell, Tony turns away from the door and looks back at the window by saying this. "Feel free to hurry up."


	48. Chapter 48

**TRISKELION**

While Sue and the others dealt with Otto and the rest of his team, a worried Spidey is seen tending with the unconscious Firestar and Johnny Storm. Luckily, however, he receives help in the form of Kitty Pryde, who arrives on the scene. "Peter!"

Spidey quickly turns to Kitty after hearing voice, and is relieved to see her, knowing that now had a helping hand in dealing with his fallen comrades. "Kitty!" he exclaimed happily, then goes back to helping the unconscious Johnny sit up.

As for Kitty, she sits next to the Unconscious Firestar, and looks at her close, seeing no visible injuries, but needed to ask the Web-Head this just to make sure. "Are they hurt badly?"

"No, they're just out cold," Spidey replied quickly. "But we still need to get them to some place sa-" Suddenly, the Wall-Crawler is cut off when he feels his spider-sense ting. "Oh, now what?!" The Web-Head soon turns, and sees that the Hobgoblin has now recovered from the last attack and has now throw a fireball.

Luckily, Kitty noticed the alarmed Spidey turning around, and upon turning around to see the fireball for herself, the X-Girl grabs hold of Spidey, as well as the still unconscious Firestar and Johnny, in a somewhat group hug. Afterwards, she concentrates and manages to make not only herself, but the people she was touching intangible, causing the fireball to go right through them.

Once the smoke cleared, Kitty released her friends, all the while feeling a little exhausted from using her powers to phase herself and the group.

As for Spidey, he looked to see Kitty tired and though he was grateful on she save not just his life, but that of Firestar and Johnny, but was also concerned for her well-being. Before he could go over and help her, the Wall-Crawler felt his spider-sense return, forcing him to look through the corner of his eye, and saw that the Hobgoblin raising his flaming his right hand, about to throw another fireball. Acting fast, Spidey holds up two of his hands in a web-shooting fashion and shoots two web-balls, which hits both the Hobgoblin's eyes, blinding him.

Knowing that it wouldn't slow the Hobgoblin down for very long, Spidey soon decides to attack him head on, but not before turning to Kitty, who by now had just fully recovered from her exhaustion. "Kitty, stay here with MJ and Johnny!" With that said, the Web-Slinger shoots a web-line from out of his left wrist, which hits the Hobgoblin's chest and web-zips over to him.

Meanwhile, Hobgoblin has sensed pulled the webbing from his eyes, but the first the he saw was Spidey come flying in and planting both of his feet into his horrifying face.

As Spidey ricocheted and back-flipped off of the Hobgoblin's face and lands on all fours on the floor, he spots Sue still struggling in using her transparent constructs to trap Ameba. Just as he was about to jump in and help her, his spider-sense soon tingled once more, and thus prompted him to leap up and avoid being pummeled into the floor by the enraged Hobgoblin. The Web-Head then lands on top of his orange attacker's shoulders, and from there, he calls out to the Invisible Woman herself. "Ms. Storm!" Spidey called out while trying to maintain a firm grip behind the Hobgoblin's back as he tried to shake him off. "There's some sort of mind control device behind Reed's neck!"

Sue hears Spidey's call, and soon decides to take his advice and thus turns her body invisible.

Naturally, this causes Ameba to revert his body back to his original form. However, in the most surprising of events, Ameba's eyes soon glow neon green color…a task that allows him to see the body heat of the now invisible Sue Storm, who by this time was running to the right side an attempt to ambush him from behind.

Knowing that was approaching, Ameba takes his arms then stretches where he sees Sue's body heat and grabs her hands and holds her up in the air, causing her to stop concentrating and appear.

Once Sue turns visible once more, Ameba secures his hold over her by wrapping his rubbery hands over hers.

In another fight, Ben 'The Thing' Grimm saw Sue's capture while having his entire body covered in a sand-like bubble which was composed of the Sandman himself. "Suzie!" he yelled before his entire body is covered in sand.

Another person who sees Sue's predicament was Otto, who stands there with his natural arms crossed as he used all four of his mechanical arms to hold Logan up by his hands and feet, and him in into a make-shift punching bag for the Scorpion, who pummels the feral mutant mercilessly. "I'm afraid your little disappearing act will not save you this time, Ms. Storm," gloated a smiling Otto. "For as you see, my research on your abilities, as well as the rest of you teammates was quite thorough."

Despite being in a snag, Sue could only scoff at Otto's claim. "Not quite everything, you arrogant bastard!"

"Oh, and what exactly did I forget about you, my dear?" Otto asked smugly.

"My imagination!" Sue replied and suddenly, she creates a transparent ball from her forehead, which then morphs into a tentacle with three talons at the end, which made its way all the way down, arriving behind Ameba's neck, then grabs and pulls the mind control device off of her controlled fiancé.

Naturally, this causes Ameba to scream in pain and release his hold over Sue, allowing her to drop to the floor. And thus, transforming the emotionless Ameba…back to the scientist Reed Richards, otherwise known as the Fantastic Four's stretchy leader, Mr. Fantastic.

Sue sees Reed about to fall to the floor. "REED!" she exclaimed, then ran over and caught him, and relieved and happy to see that he was still breathing. "I've got you, sweetie!" whispered the teary-eyed Sue. "I've got you."

Ameba's defeat came as a shock to Otto, whose eyes were wide with shock behind his glasses. "What?! That's impossible!"

Meanwhile, Spidey was still on the struggling Hobgoblin's back when he was Logan was in trouble, and it was being in this position in which reminded him of a certain web maneuver he once used on the Lizard form of Curt Conners. _"Well, this might not put this atrocity out," _thought the Web-Head. _"But maybe it'll at least slow him down." _The Wall-Crawler then sets plan in motion, and thus crawls around the Hobgoblin's body and shoots webbing along the way and sticks the orange monster to the floor.

After immobilizing Hobgoblin, even if it was temporarily, Spidey then hops off the webbed-up monster, then web-zips I've and ricochets off the ceiling and heads over to the still dumbfounded Otto. Once the Wall-Crawler got close enough, he gives the tentacle scientist a hard right hook, causing him to inadvertently release his hold of Logan.

Upon feeling the hard grip of the tentacle's talons loosen, Logan pulls his right hand free and uses his claws to deflect the shape blade at the end of the Scorpion's tail. Afterwards, the feral X-Man pulls out his left foot, and gives the Scorpion a hard round kick to his face, knocking him to the floor!

As Logan pulls the rest of his appendages free, he turns around and sees Spidey delivering an uppercut to Otto and knocking the tentacle scientist to the floor. "Took you long enough, Web-Head." said Logan, with claws still drawn.

Spidey turned and looked at Logan with a somewhat dejected expression. "You're welcome."

However, both Spidey and Logan receive another surprise when they hear the loud anger-filled roar of the Hobgoblin. The two heroes turn to where they heard the roar, and sure enough, they see the orange behemoth literally bursts into flame, which burns away the webbing binding him. Once free, the fuming Hobgoblin sees Spidey and Logan and charges towards them with fury.

But as this happened, Ben miraculously breaks free from the Sandman by throwing his arms outward while inside of him, causing the sandy villain to burst everywhere. He then spots the Hobgoblin running towards both Logan and Spidey, and soon intercepts by running in and giving the orange monster a mean right hook, knocking him down to the floor. "Not so 'hot' now, are ya?" Ben told the fallen Hobgoblin while popping his knuckles, but late turns and sees Spidey and Logan looking at him awkwardly after delivering such a bad pun. "What? I crack faces, not jokes."

This response made Spidey smile a little behind his mask. "Point taken," said the Wall-Crawler, but is once again alerted by his spider-sense, causing him to get in a defensive stance.

Though both Logan and Ben seemed somewhat confused at first, but nevertheless, instinctively ran towards the Web-Head to provide any assistance.

Sure enough, the sand that flew everywhere flowed into one spot like water, making a sand 'puddle', one in which rises up and reforms into Sandman, who by now has his hands turned into maces.

Also recovering was Otto, who used his tentacles to pull himself up off the floor, and the groggy Scorpion and Hobgoblin, both of whom all stood back up on their feet. Once the four remaining members of the Superior Six recovered, they soon surround themselves around Spidey and the others.

And as if things weren't bad enough, the Sandman soon reverts to a sandy humanoid form…and multiply into ten other beings, which also circle around the three heroes.

An instances that caused the now worried Wall-Crawler to think this. "As if my luck wasn't bad enough."


	49. Chapter 49

**TRISKELION**

The invasion of the Triskelion was becoming more and more chaotic by the minute. Especially on the ground level, with the Iron Patriot throwing punches at Cap, who manages to block the blows with his shield. After deflecting one of the Patriot's blows, Cap counter attacks by throwing a right legged front kick to the armored President's chest plate and pushing him backward. Now with the needed space, the Super Soldier moves and with shield in his right hand, then throws a right cross, ramming the edge of his shield of the Patriot's faceplate. Cap later follows up with a right back hand, ramming the back his shield into the Patriot's faceplate once again. But little did the Sentinel of Liberty know, his right with the Patriot did not go unseen.

For from a distance, the assassin known as Bullseye, after dispatching threw Troopers by throwing daggers into their throats, sees Cap fighting the Iron Patriot and pulls out a dagger with the intent of taking out the Super Soldier while he was fighting his armored superior, thinking that killing the Avengers' figure head will earn him a raise in pay.

However, as the assassin raised his hand to throw his knife, he is stopped when he felt something strong and durable wrap around his hand. A confused Bullseye turns to see what it was, and it turned out to be a steel cable which was fired by Daredevil, via his billy-club. "Afraid I can't let you do that, friend!"

Bullseye only smirks in defiance at the Man Without Fear. "Is that right?" asked the assassin as he used his free hand to secretly reach in his belt and pull out another dagger. So, you're the Daredevil, I take it? Well, I've heard allot of stories about you…might as well see whether or not they're true!" A split second later, Bullseye throws the dagger at Daredevil, all the while smiling gleefully.

However, thanks to his advanced hearing, Daredevil moves his head to the left and easily avoids the dagger, and stunning Bullseye.

Moments later, Daredevil flips a switch in his billy-club, which activates a reel-in system and pulls the Horn-Head towards Bullseye. Once he got close enough, Daredevil uses his right leg to throw a flying kick, knocking the baffled assassin to the ground. After landing on his feet, Daredevil looks down at where he hears Bullseye's grunting. "Satisfied?"

With an angry growl, Bullseye uses his left leg to throw a leg sweep, to which Daredevil anticipates and hops over! After using the momentum to spin on his back and end up in a kneeling position, Bullseye pulls out two Bowie knives from his boot the runs towards the Man Without Fear, going for right handed slash.

Luckily, sensing Bullseye's movements as well as hearing quick breathing, Daredevil uses the billy-club in his left hand, then throws it in an inside block motion and successfully deflects the blade. Afterwards, the Horn-Head goes to use the billy-club in his right hand to strike where he hears Bullseye's breathing.

However, Bullseye sees this and uses the knife in the left hand to block the club strike. And thus, the two find themselves in a stand-off!

Meanwhile, Cap still continued his assault on the Iron Patriot, throwing a shield enforced right hook.

Unfortunately for the Super Soldier, the Patriot holds up his right arm to block the blow. He then responded with a left middle punch to Cap's abdomen.

Afterwards, he later uses his right hand to give Cap a back, which thanks to his armored enhanced strength, sends the Super Soldier flying backward and landing hard on the ground.

The Patriot could only smile behind his faceplate as he watched Cap wallow in pain, and thus holds up his right hand to fire a repulser blast to finish him off!

Fortunately for Cap, he hears the familiar sound of a repulser gauntlet charging, something he used to hear when he fought alongside the original Iron Man, Tony Stark, back in the old Ultimates. As such, Cap quickly rolls to the side and successfully dodges the repulser blast once it was fired.

Upon popping back up on his feet, Cap attempts to counter attack by throwing his shield at the Iron Patriot.

However, before the shield could even touch the armored president, a strange, fast moving streak comes in and grabs it. A split second later, that same streak circles around and hits Cap in the jaw so hard, it sent him flying in the air in a corkscrew motion and landing hard.

Moments later, the streak stops and reveals itself to be that of the Ultimates' speedster, Speed Demon, who holds on to Cap's shield as if he were holding a trophy. "Pretty slow, old man!"

As for the Iron Patriot himself, he seemed to be offended by Speed Demon's intervention, feeling that the honor of killing Cap was his and his alone. "Speed Demon?! What the hell are you-?!"

Utilizing the same quickness he used to take down Cap, Speed Demon turns around and faces the Patriot with a huge grin. "No need to thank me, sir," he said confidently, knowing that the armored president will surely give him either a large raise or even his own personal island for saving him . "Just doing my-"

Suddenly, and without warning, a silver streak comes speeding by and knocks an unsuspecting Speed Demon to the ground, causing the fast moving ultimate to drop the shield. Once the streak stopped moving, it revealed itself to be that of former runner turned hero Jean-Paul 'Northstar' Beaubier, who stands wearing a silver and black variant of the X-Men's uniform and looks down at Speed Demon with a narrow brow. "Now, I do not like varz, or any formz of violence," said the mutant runner. "But I vould zink zat when you are in a battle, you should never ztop moving."

Humiliated, as well as angry, Speed Demon quickly sits up and runs towards Northstar, with the intent of nailing him with a right hook.

Luckily for the equally fast Northstar, he sees this and steps to the left side to dodge it.

However, Speed Demon manages to stop himself, turns and comes at Northstar with lightning fast punches.

Fortunately, Northstar manages to use his quick handwork to block the punches, with both men moving so fast, their movements seemed to look like that of a blur. Afterwards, both speedsters all run out of sight and run off of the island, over the water and into the city, all the while still blocking and throwing punches at one another.

Needless to say, the sight of both Northstar and Speed Demon running off came as a shock to the Iron Patriot, who just stood there dumbfounded.

But for Cap, that brief moment gave him enough time to recover and not only did he see the Patriot momentarily distracted, he saw his shield still lying on the ground.

Deciding to make his move, Cap rolls forward, grabs and takes his shield into his right arm and surprises the Iron Patriot by running in, then jumping up and throwing a right uppercut, ramming his shield into the president's plated face.

In another ground level fight, the former football star turned Avenger, Luke 'Power Man' Cage, is seen putting his strength to use by putting his trying to wrestle the large robot C'Cil to the ground, with its smaller counterpart, B'nee still on its back.

Feeling that brute strength isn't going to be enough, Luke lifts C'Cil's hands up and gives the bulky robot a hard right front kick to its abdomen, and as it bend forward, gives it a hard right cross, knocking the robotic brute to the ground.

But as Luke went into to finish the fallen C'Cil, B'nee looks up at the approaching Power Man, then shoots to small bolts of electricity from its eyes and hits Luke in the face, blinding him.

As Luke grabbed his face and staggered backward, B'Nee shoots out of C'Cil's back and throws a flying kick, nailing Luke in the chest and tackling him to the ground.

This gives C'Cil enough time to recover, stand up on its feet and walk over to the fallen Luke with its right fist cocked back.

Luckily for Luke, he too received training on how use his senses, and thanks to his heightened sense of touch, he could feel C'Cil's footsteps coming his way.

Once he hears the giant mechanoid throw the punch, the Power Man rolls to the right side, dodging C'Cil's fist and making the large robot punch its fist through the ground.

Just as Luke stood back up on his feet, B'Nee was just about to attack.

However, in another fight, Iron Fist, while fending off and going through Guardsmen like water, spots the small robot about to make its move. As such, the Living Weapon jumps up, puts both of his feet on one attacking Guardsman's chest and uses him as a boost to leap into the air. He then throws a right legged flying kick, nailing B'Nee in the chest and knocking him down to the ground.

Though B'Nee pops back up on its feet, the small mechanoid now a foot shaped dint in its chestplate. However, this does not stop the small robot from coming at Fist and throwing lightning fast jabs, which the Living Weapon quickly blocks.

Meanwhile, Luke sees Iron Fist fighting B'Nee to help him, causing him to smile at martial artist in gratitude. But through the corner of his eye, he sees C'Cil attacking him by throwing a right hook, and thus stops it by grabbing hold of the bulky robot's arm with both hands.

Then, utilizing the power that he has long sense been known for, Luke literally rips C'Cil's arm out of its socket, then swings it like a baseball bat and whacks C'Cil's head right off its shoulders, causing the large robot to fall to the ground like a tree being chopped down.

Meanwhile, as B'Nee continues to throw one fast punch after punch, C'Cil's destruction had caused the little robot to short out, which proved that its bond with its large counterpart to be more that it seemed.

Though Fist was at first confused by this, he nonetheless saw this as an opening, and thus charged his right fist with chi, and throws a powerful straight punch into B'Nee's dinted chest, causing the robot to explode.

After dealing with his robotic opponent, Fist turns to face Luke, who by this time has throws C'Cil's arm away. "Are you all right?"

"Yeah, I'm fine." Luke replied, and through he was hesitant to say this to others, he nonetheless said this to Fist for helping him. "Thanks."

A smiling Fist gives Luke a nod of acknowledgement. "No problem, it's what teammates do, right?"

Luke returned the Living Weapon's smile. "Damn right! Now let's get back to beating the crap out of these Ultimate punks as a team!"

With that said, both Luke and Fist stood side by side, each taking down a Guardsman that came their way.

Meanwhile, another martial artist who had his hands full in dealing with enemies was that of Shang-Chi, who uses two pairs of nunchucks to dispatch Guardsman after Guardsman!

After striking one Guardsman with his nunchuks in his left hand, as well as give another Guardsman a right legged side kick, Shang-Chi soon spots who would be his next opponent.

It was that of Gambit, who while having a bo-staff in his left hand, he throws threw kinetic charged daggers at three Shang-Sing warriors, causing them to explode.

The Ragin' Cajun later spots Shang-Chi twirling his nunchucks, and with a devilish smirk, he twirls his bo into his right hand and charges towards the Kung-Fu master.

Shang-Chi waits for Gambit to come close enough and throws the right end of his bo to strike, causing him to lean to the left to dodge the attack. He later spots Gambit throwing the left end of his Bo to strike, and thus avoids it by ducking. The Kung-Fu master later makes his move by popping up and throwing the nunchuck strike in a left backhand motion.

Gambit, however, holds his bo in a vertical position which not only blocks the strike, but causes the nunchucks to wrap around the staff. He later pulls the nunchucks to wrap around the staff. He later pulls the nunchucks out of Shang-Chi's hand, while at the same time, throwing a right legged side kick into the Kung-Fu master's abdomen, which causes him to step backward.

Moments later, Gambit spins around with the intent of striking the end of his staff into Shang-Chi's head.

However, Shang-Chi uses his nunchucks to block the attack, as well as wrap itself around the staff. He later pulls the staff out of the Cajun's hand and throws it away, giving him the opportunity to throw a right-legged front kick.

Gambit sees this and thus uses his right arm to block downward and pushes Shang-Chi's foot away from him. But after doing this, he later spots the Kung-Fu master throw a left legged round kick, and thus uses his right arm again to perform an inside block, successfully parrying the kick.

Afterwards, he makes his next move by flicking his wrist, causing a small dagger to fall into his hand, and goes for a slash by throwing a spinning left back-fist motion.

Fortunately for Shang-Chi, he spots this attack coming and thus steps back to avoid.

Even after missing his target, Gambit does not give up! In that he concentrates and channels his energy into the dagger and throws a Shang-Chi, and in the process, pops another dagger from out of his right sleeve, to which he charges and throws it as well.

Shang-Chi sees these daggers coming his way, and with nunchucks still in hand, he uses them to deflect the daggers that were coming his way, causing them to explode like small fireworks. He then turns his attention to Gambit himself and thus decides to end this fight by running towards him.

Gambit himself sees this as an 'interesting challenge' and soon charges towards the Kung-Fu Master.

With Shang-Chi holding his nunchucks and Gambit secretly popping out and charging another dagger, both men jump up and each threw a strike, narrowly passing by each other.

As both men landed on the ground in a kneeling position, Gambit stands up completely unscathed.

Shang-Chi, unfortunately, isn't so lucky. For as he slowly stands up and turns to Gambit, he reveals to have the charged dagger punched into his chest.

A sight in which makes Gambit give his fatally wounded Shang-Chi a devilish smirk. "Least you'll go out with a bang, mon ami!"

At that moment, the dagger, and Shang-Chi, the brave master of Kung-Fu, explodes!

After dealing with his opponent, Gambit turns and heads over to assist his fellow teammates in Osborn's X-Men in fighting against the original X-Men!

In the battle between two mutant teams, the leaders of which, Cyclops and Storm, are engaged in a 'battle of wills', in that Cyclops firing his trademark optic blast and Storm shooting lightning bolts from out of her hands, with both blasts meeting each other head on.

As she pushed on with her lightning blast, Storm silently thought this. _"Logan….what is taking you and your team so long?" _


	50. Chapter 50

**BAXTER BUILDING **

The fight between Sue's stealth team and the Superior Six was just as hectic as the battle at the Triskelion. To make things worse, it seemed now that the Six had clear advantage in numbers, thanks to the duplicates of the Sandman.

A problem in which irritates Spidey personally, as he jump kicks one duplicate, causing it to dissipate, then giving another one a right hook as soon as it came his way, causing sand to go everywhere. _"I don't know what's worse,"_ Spidey thought to himself. _"The fact that Sand-boy just made things harder by turning himself into a sand posse or that I'm starting to get sand in my costume!" _

Suddenly, Spidey feels his spider-sense tingle, and as he turns and looks to the right side, he sees one of Otto's tentacles coming his way, causing him to jump up and allow the talons of tentacle to hit and plunge itself into the floor.

Spidey himself gets in a crouching position, and sees Hobgoblin pulling his fist out from the floor, and lets out an aggravated sigh upon seeing him light his fists with fire. "Here we go again."

Meanwhile, Ben manages to free himself from the two Sandman duplicates by ramming his hands together as if he was clapping, and thus pounds the duplicates into one another, causing them to burst and making sand fly everywhere Suddenly this action soon gave Ben an idea, one in which reminded him of his prior fist fights with his rival, known throughout the world as the Incredible Hulk. _"Well, if this worked for that green goof!"_ he thought, then spreads his arms out and claps his huge rocky hands together so hard, he creates a shock wave which caused all the sandman duplicates to disburse, but also momentarily stunned both Otto's team, as well as his teammates. "Uh…oops."

Ben's shockwave did not disorient all in the room, however. For it caused the unconscious Firestar to stir and finally awake, be it dazed and confused. "W…what?!"

Kitty, who had been sitting next to Firestar at that point, sees the red-head awaken, and was happy to know that she was not comatose. "MJ! Thank god, you're finally awake!"

"Kitty?" asked the disoriented Firestar. "What happened?! How did I..?" Before Firestar could find out how she got to where she was, looks straight ahead to see both Hobgoblin getting back to his feet after the shockwave, and walking towards Spidey, who by now was still dazed on the floor. "NO!" she yelled in distress upon seeing her mutated ex-boyfriend going after the boy she still loved, and wasting no time, she got up off the floor, then flew over to Hobgoblin while creating a fireball from out of right hand and throws it at the orange monster's face, causing him to stagger away from the fallen Web-Head and giving her the space needed to fly right in between them.

"MJ, WAIT!" yelled Kitty, and just as she was about to get up and go after her, she hears the groan of a coming-to Johnny Storm. "Oh crap!" said the X-Girl, then kneels over to him while feeling a tad bit starstruck. "Mr. Sto-uh…Johnny! Are you okay?"

"Yeah, I think so," replied the still dazed Johnny, then looks up at Kitty. "Who are you?"

"I'm Kitty Pryde of the X-Men." The X-Girl answered back, but could see the confused look on his face, indicating that he doesn't know who the X-Men are, so she decides to skip to the point. "My friends and I came here with your sister to help you."

Suddenly, hearing Kitty mention his sister caused Johnny to miraculously regain full consciousness. "Sue's here?! Where?!" As Johnny looked around, he later spots Sue herself being helped up to her feet by Ben, but were soon about to confront Otto, who by this was now up was being held up into the air by all four of his tentacles. "SUE!" cried wide-eyed Johnny, who stands up straight and to yell this. "FLAME ON!" With that battle cry, Johnny's soon burst into the orange flames, then zooms over to face Otto.

"Whoa, wait hold!" Kitty cried out, and just as she was about to chase after him, all of the sand that were once the duplicates all piled together and formed into a giant fist, pounding Johnny into the ceiling before he could reach his family.

Something in which greatly aggravated Kitty. "Always on the move!" she said to herself, knowing that while time was of the essence, it didn't hurt to exercise caution.

Meanwhile, Beast glances in and out of the action, while still hacking into the system, and was almost done. Though he desired to jump into the fray to help his teammates, he knew he couldn't stop now. As such, he called out to the only person who could be of any kind of help to his ailing teammates.

"Kitty! Go help the others!" he told her. "I cannot afford to stop the process now when it's almost completed."

Though Kitty hesitated, she knew that Beast was right…and the others needed her help. "On it." She responded and rushed towards Otto.

However, before she could even reach the tentacle scientist, Kitty soon spots the Scorpion swinging his tail on the floor in an attempt to trip her, thus causing the X-Girl to jump over it.

This irritated the Scorpion and he lashed his tail around. "Stand still, dammit!"

"Yeah, THAT'LL happen." Kitty shot as she phased through the floor, the tail smashing after her.

Kitty then rises up from the floor to try and reach Otto, but before she could, she is soon stopped by the Scorpion's tail wrapping itself around her waist, and producing a small electrical shock, causing her to yell in pain.

An act that causes the Scorpion to laugh shamelessly. "Not so cocky anymore, are ya kid?"

Before Scorpion could mentally increase the electricity in his tail and kill the X-Girl, he receives a surprise in the form of the feral X-Man, Logan, who steps in and uses the claws in his right hand to slice the tail off of its shaft, which frees Kitty and allows her to drop on the ground.

As the Scorpion backed away cowardly after having his tail cut off, he looks to see Logan jumping up and giving him a hard right legged round kick to the side of his head, knocking him out and onto the floor.

After dealing with the Scorpion, Logan turns to where he sees Kitty, still dazed from the shock and with what's left of the Scorpion's tail still wrapped around her. "You okay, half pint?" the razor clawed mutant asked as Kitty sees Kitty push the tail off of her.

"Peachy…" she shuttered, still tingly from Scorpion's electro-shock.

Logan then retracts the claws in his left hand so he can offer his hand to the X-Girl. After she takes it, the feral X-Man pulls her up to her feet. "Well then, come on. We still got the rest of these creeps to deal with!"

"Fine with me!" replied Kitty, sounding just anxious to do her part in getting this mission, as well as this war, over with! As such, she soon runs with Logan to take on Otto and the rest of his remaining teammates.

Meanwhile, Johnny, who was now in his human form, was still struggling to get free from the Sandy giant hand still pressing him up against the ceiling.

That is, until Ben runs in and plows right through the sandy hand, causing it to burst into sand and free Johnny, who by now was falling and saved himself from by turning into his Human Torch form.

"Thanks Ben! I own you one!" said the Human Torch in a light heated tone, hiding how overjoyed he was to see him.

"You owe me twenty!" yelled Ben, putting on his tough demeanor to also hide his joy of seeing the young hot-head, as well as trying to hold back tears.

As for Sue, she was busy creating transparent tentacles of her own from her forehead and in the middle of wrestling with the armored arms of Otto. However, she briefly looks up through the corner of eye and sees the fiery form of her brother up in the air, causing her eyes to light up. "Johnny…?"

Unfortunately, this also causes her to get distracted, and thus, not put too much concentration into her tentacles, thus making them weaker.

This allows Otto to pull his lower left tentacle, and grab hold of Sue's abdomen and holds her up in the air.

Both Ben and Johnny see this, and were just about to intervene, but are stopped in their tracks when the sand they destroyed recollects itself, and thus transforms into a giant humanoid monster, which blocks the two remaining Fantastic Four members from reaching Sue.

This also wasn't a promising sight for Logan and Kitty, who stopped in their tracks when they spot the now giant Sand-monster.

All in which makes an annoyed Logan let out a sigh and say this. "Just. Freakin'. Great."

Meanwhile, Spidey had just then shook his head, and saw Firestar standing in front of him and her arms out, as if shielding him the Hobgoblin, who by now was literally and figuratively fuming hot.

Firestar briefly looks over her shoulder to see Spidey was starting to stir, then later back to Hobgoblin, who appears to be ready to fire another fireball. "Harry, please! Don't do this!"

Suddenly, Spidey shocked into full attention when he hears Firestar say that very name. "…Harry?"

The Hobgoblin took advantage of this momentary confusion to launch a fireball, hitting the ground, and sending Spidey and Firestar flying.

As Firestar regained control and levitated in mid-air, while Spidey placed his hands and feet to the wall and stick to it, the baffled Wall-Crawler turns his attention to his red-headed friend. "MJ, please tell me I did not just hear you right about that being Harry!"

Firestar lets out a sorrowful sigh before telling Spidey. "I'm sorry, Pete, but you did."

Spidey's eyes are now huge upon this realization. "My god…." He said in disbelief, then turns to the seething Hobgoblin. "Harry?! What's happened to you?!"

"Oh, don't act like you give a damn about me!" Hobgoblin barked back. "It's already obvious that neither of you do!"

This response caused Spidey to answer back. "Harry, that's not true!"

"Really?" The Hobgoblin asked with a skeptic raised eyebrow. "Is that why you decided to be a rebound guy for her…?!" The infuriated Hobgoblin then points at Firestar, then turns to her with fire in his eyes. "Right after YOU dumped me?!"

Hoping to reach, Firestar removes her orange glasses to reveal the tear-filled green eyes of Mary-Jane Watson. "Harry, I'm sorry I hurt you, but I loved you like a brother! And I still do!"

"So do I!" Spidey said chiming, who takes a page out of MJ's book by taking off his mask, revealing the face of a concerned Peter Parker. And though he knew it was inappropriate to ask this, he felt compelled to do for the sake of getting information to save him. "But what'd you get the idea of me being a rebound guy? Who told you that?!"

"My father!" The Hobgoblin bellowed. "Before making me into what I am..!"

**WASHINGTON D.C.; BEFORE THE ULTIMATE CIVIL WAR**

_Inside a disclosed laboratory, the human Harry Osborn, is strapped down to a lab table, with two doctors bringing an I.V.-like device, filled with the glowing liquid which was that of OZ. _

_Also there was that of President Norman Osborn looking on his son on the table with two guards. "Now son, are you sure you want go through with this?" he asked trying to be fatherly, something he wasn't particularly fond of. "If you wish, I can hunt down those two brats that betrayed you and-" _

"_Just get this over with." Harry spat out harshly. "He knew his father meant well…but he wanted to make sure he hand enough power to find Peter Parker and throttle the life out of him. _

_After getting his answer, Norman then turns to one of the doctors and gives him a nod of approval, then turns and walks over to a door leading to a safety room with his bodyguards not far behind. _

_The doctor, upon getting the answer he needed from the President and waiting for him to enter the safety and look through a large window, takes a small needed connected to the I.V., he sticks it into a vein in Harry's hand, then presses a button on I.V. which releases the OZ serum from in the bag into the young man's bloodstream. _

_Though normally Harry hated needles, he didn't mind the pain in this instance. For he found himself so consumed with his hatred towards his former friends that felt betray him, he didn't even feel the pain. Suddenly, however, Harry felt his entire body go into shock and started screaming in pain as if acid was flowing through the veins inside his entire body. Moments later, the young man could feel every muscle in his body grow bigger and his screen began to change to that of orange! And most disturbing of all, his pain-filled human scream soon transformed into that of a monstrous roar. It wasn't long before Harry's transformation was complete, and the son of President Norman Osborn was gone…and in his place was that of the monstrosity that would now be known by his codename: Hobgoblin! _

_Moments later, the newly transformed Hobgoblin uses his newfound strength to easily break the bonds that was holding him on the table, then grabs one of the terrified doctors and throws him across the room. _

_Back in the safety room, Norman watches this with an evil smile as one of his bodyguards gets on his cellphone and informs the people outside the lab to send in Guardsmen! And as three of those Guardsman come rushing into the lab with equipment that looks big and strong enough to hold a rhino, the pleased Norman is happy to see his son become stronger than ever…even if it meant destroying his son's own humanity…_

**BAXTER BUILDING: PRESENT DAY**

Both Peter and Mary-Jane just stood there horrified at what they just heard from the grinning Hobgoblin. "And here we are…." said the Hobgoblin after he lifts his hands his hands on fire. "At the day where I finally burn you two traitors to a crisp for going behind my back! And I will give my dad credit. For all those years of not being there for me, he sure as hell made up for it for making me strong enough to send you two to hell where you belong!"

Mary-Jane could only float there in horror at what she just heard. "Harry, no…"

Peter, still determined to save his best friend, interjects. "Harry, this isn't the way! Your father is sick! Not only for what he did to you, but for what he's been doing to this country, and what he's got in store for the rest of the world!" As he continued, Peter's strong demeanor soon vanishes and he reverts to a more pleading one. "Please Harry, stop this right now and let us help you!"

"SHUT UP!" yelled the Hobgoblin, who holds both of his flames hands up in the air and throws a huge fireball at his former friends.

Upon seeing this attack coming their way, both Peter and Mary-Jane dashed on opposite sides, dodging the fireball and causing it to hit the wall instead.

As Peter landed on the floor on all fours, he catches a glimpse of Otto holding Sue up by her arms and legs with this tentacles and looks like he's about to rip her apart. _"Man, if it's not one thing, it's another!" _he thought, and while holding on to his mask with his right hand, he extends his left hand out and shoots a web-ball right into Otto's glasses, blinding him.

Sue could feel the grip of the tentacles loosen, and when she looked down to see what cause it, she spotted Otto with web covered eyes, smiling that she knew that Peter was the cause and silently thanked him. She then pulled her hands and feet free, and remembering her prior training with Cap before the mission, she lands on her feet and in a kneeling position. Sue then sets her sights on Otto, concentrates, and creates a transparent battering from which hits and slams the tentacle scientist up against the wall.

Though Peter was glad to see that he was able to give Sue the much needed assistance, he is once again alerted by his spider-sense, which prompts him to look up and see the Hobgoblin standing over him, ready to throw another fireball.

Luckily, however, Mary-Jane swoops in and intercepts by shooting a fire blast of her own, hitting the Hobgoblin in the face and causing him to stagger backward away from both her and Peter.

However, after taking a moment to recollect himself, the Hobgoblin refuses to give up and thus breathes in a shots fire from out of his mouth, which causes MJ to shoot more fire from out of her hands to block it and push back to protect Peter.

Back near the Big House, Beast watches on at Peter and Mary-Jane's predicament, feeling utterly helpless and hating the fact that he can't jump in and help them. However, as he briefly turns back to the screen to check on his progress, he notices an icon that strikes his interest labeled 'Goblin Control.'

As he taps the screen, the icon expands into a text which Beast reads and his eyes lit up when he discovers that there IS an antidote for the OZ serum that was coursing through the Hobgoblin's veins, and what was just as good, it was here in this level of the Baster Building.

Not wanting to let this good news go to waste, Beast quickly decides to yell this to Peter, who definitely needs it the most. "Peter, there is antidote for…your friend!" the furry X-Man called, successfully getting the young man's attention. "It's in the compartment just ahead of you!"

With renewed hope, Peter turns and indeed sees a metallic box-designed compartment just ahead and a few feet away.

Feeling that he needs both of his hands to pull this off, Peter quickly puts his mask back con, slipping into his guise of Spider-man once more. Afterwards, he shoots a web-line out of his left wrist, hitting the compartment door, then yanks hard, pulling door off its hinges to reveal a syringe with a long needle, containing a bright blue liquid.

The Web-Head later extends and aims his right hand, shoots a web-line and ensnares the syringe, pulling it back and catching it with his open left hand.

After rolling on his back and getting in a crouching position, Spidey sees MJ keeping the Hobgoblin busy, and then shoots web-line right between the monster's legs. The Web-Head then web-zips and slides on the floor with his feet pointing forward, almost like that of an Olympic luger. Just as the Web-Slinger arrives underneath the Hobgoblin, he rams the syringe into the monster's left calf, causing him to yell in pain.

Hearing the Hobgoblin's roar is enough to make Mary-Jane stop shooting her blast and backs away to see the monstrosity that was her ex-boyfriend bend down and pull the syringe out of his leg, which by this time was now empty.

As for Spidey, he ends up sticking to the wall as he turns and sees the pain filled Hobgoblin pull the empty syringe out and silently prayed for the antidote to work.

Sure enough, the roaring Hobgoblin shocks both Spidey and MJ begins to shrink down, and moments later, the towering fire throwing monster soon reverts back to the frail, trembling form of Harry Osborn.

One he was cured, Harry drops to his knees, utterly defeated. "No….it can't end…this way…." The young man then feels lightheaded, then crosses his eyes and proceeds to fall face first to the floor.

"Harry" yelled both Spidey and Mary-Jane in unison, and while the Web-Head leaped off of the wall to reach his falling friend, it was MJ who flew down and caught Harry before he hit the floor.

As the worried Spidey landed on his feet, he walked over to MJ, who by now was still holding an unconscious Harry in her arms. "How is he?"

"He's okay, " replied a relieved MJ, then looks up at Spidey with a confused expression. "Where did you find that stuff, Pete?"

"Beast told me," Spidey told the red head, though just as worried as she was about the restored Harry's well-being. "But we still need to Harry to a-"

Suddenly, and much to his dismay, Spidey feels his spider-sense tingle once more, prompting him to turn and see the now human Johnny Storm coming towards him after being swatted away by the giant humanoid that was Sandman.

As such, the Wall-Crawler opens his arms and catches the reeling Human Torch, all the while MJ quickly picks Harry up and floats over to a table and sits her unconscious former friend behind it so he would be safe. "Hey, Johnny, you're awake!" said the delighted Spidey, but it earns him a dumbfounded look from Johnny. "So, you okay?"

"Yeah, I'm fine," replied a confused Johnny. "Who the hell are you?"

"Oh, I'm Spider-man! I came here with…" just as Spidey was about to point to Sue and assure Johnny that he was here to help, he spots the huge Sandman. "Oh…my god!"

"Yeah, we've been struggling in taking down Sand-boy over there!" said a frustrated Johnny, then looks over his shoulder to see MJ levitating towards them carrying her glasses. "Who's the hot girl?"

Upon hearing this question referring to Mary-Jane, Spidey looked at Johnny as if he was offended, since he is talking about the girl of his girl of his dreams. "Dude, she is…" suddenly, the Web-Head stops mid-sentence when he hears that specific word. "Hot…" from then on, he looks back at the giant Sandman still fighting off against Sue and the others, which in turn inspires the 'science kid' in him once more. "Hey, THAT'S IT!"

Johnny, however, was still focused on Mary-Jane and amazed by her figure. "Well, yeah, that's the word to describe this girl. I mean, have you seen her?"

"No!" Spidey snapped back, then shook his head to regain his focus at that task at hand. "I mean, when you do your….'flame' thing, about how hot can you get?"

Johnny is both surprised and confused up hearing Spidey ask him that question, but nonetheless answers it. "Uh, last time I check, about the same as a supernova."

By this time, Mary-Jane had finally arrived next to Spidey, putting on her glasses to become Firestar once more. "And I come pretty close. So what are you getting at, Pete?"

Spidey didn't like the idea of putting Firestar in danger, but with time being an issue, and with two fire-based metahumans increasing the chances of this plan working, he had no choice but to let her in on it. "An idea that might take out Captain Kitty-Litter over there! You two just give him all the fire power you got!"

"Works for me!" said Johnny, then once again bursts into his fire form, and flies towards the towering Sandman.

Firestar knew that there was no time to argue, and thus flew right behind the Human Torch, and they both arrived in front of the Sandman.

As the gigantic Sandman sees both Johnny and Firestar in front of him, he raises his arms to try and squash them.

Fortunately for the two red-hot teens, he was moving too slow, and thus gave them plenty of time to fire shoot their respected fire blast to their full potential, hitting the large Sandman in the chest.

Needless to say, Logan and the rest of the stealth team were taken aback by this tactic. "What the hell…?!"

Spidey soon joins the team, which leads Kitty to ask the Web-Head about this. "Peter, what's going on?"

As for Spidey himself, remained calm as he gave this reply while watching Firestar and Johnny shooting their combined fire blasts at the gigantic Sandman. "Trust me."

Sure enough, this strange plan seemed to pay off, for the sand composed Six member's chest….was soon turning into that of glass!

"What…?! No!" said the shocked Sandman as the rest of his sandy soon becomes consumed in glass. "NOOOOOO!" With that cry, the Sandman is soon transformed into a large, immovable glass statue.

With their task now completed, the exhausted Firestar and Johnny soon float down to the floor. As Johnny lands on his feet with Sue and Ben waiting for him, Firestar soon floats into the arms of Spidey.

As Firestar felt the strong yet gentle touch of Spidey, she opens her eyes and looks up to see the Web-Head, and suddenly felt her heart pounding hard. "Peter…"

Suddenly, Kitty soon runs over to the Wall-Crawler, mostly to help Firestar. "Pete!"

This in turn, causes Firestar to back away from Spidey, remembering that the Web-Head was 'spoken for.'

After approaching Spidey, and seeing that Firestar was all right, Kitty soon felt compelled to ask what she and the rest of her teammates were thinking. "Pete, what was that?!"

"Good old fashion science!" Spidey replied. "Sand is made of silica. And when silica is super-heated, it makes glass."

Firestar, clearly impressed by how Spidey used his scientific knowledge on how to stop an enemy as big Sandman, gives the Web-Head. "Good thinking, Tiger."

Sharing in Firestar's admiration was Kitty, who also gives the Web-Head a huge smile. "I'll say!"

Meanwhile, Johnny sees that Spidey was receiving the attention of two pretty girls and couldn't help but feel a little jealous. "Yeah, well, I gave him the idea."

Hearing Johnny's comment caused a teary-eyed Sue to laugh happily and hugged him tightly, knowing beyond on all doubt that her brother was back.

Ben himself couldn't help but get a little misty eyed upon seeing two siblings reunion, and thus wrapped his huge right arm around them and a small squeeze, or at least as small as his rocky mass would allow.

As Spidey looked on at the family reunion between Sue, Ben and Johnny with a smile behind his mask, he soon is brought back to reality when he hears the sound of a pain-filled groan, and quickly turns to where he hears it.

Sure enough, it came from that of Otto, who by now was using his tentacles to lift him off of the floor, and uses his right hand to pull the covered glasses off of his face.

But what the scientist sees is not a pleasant sight, for he soon finds all members of his team have fallen, and Spidey and His teammates now surrounding him, something in which causes the tentacle scientist to angrily throw his glasses to the floor.

"All right,Ock," said Spidey. "Do us all a favor, yourself included, and give it up. You're done."

Otto, remaining defiant, stands ready like an animal ready to pounce. As he does this, however, he secretly uses his right hand to reach behind his belt, and pulls out a small capsule. "On the contrary, dear boy," Otto told the Web-Head. "The only one done…IS YOU!"

At that moment, Otto mentally commanded his upper left tentacle to go on and wrap around Spidey's waist and holds him up in the air.

Before Spidey's teammates could react, however, Otto raises the capsule over his head, closes his eyes, and throws it down to the floor, which upon making contact, causes a blinding flash of light to occur, which soon blinds Sue and the others.

After waiting for approximately five seconds, Otto opens his eyes and sees Sue and her team disoriented, thus giving him the opportunity to pull out a small remote from his left front pocket, presses a button, and thus opens a secret door from across the room. Afterwards, uses the tentacle that was holding Spidey to throw the Wall-Crawler into the exposed opened door like a baseball. Soon afterwards, Otto uses all four of his tentacles to high tail it to the open doorway after Spidey.

As for Spidey himself, he is lying on the floor of a dark, round, futuristic room, and as he sits up and shags the cobwebs out, he sees Otto finally arrive in the room and uses the same remote to close the door behind him, prompting the Web-Slinger to hop up in a defensive stance.

Otto finally commands his tentacles to lower him to the floor, and he looks at Spidey with an eerie smirk. "Well, alone at last. And I for one have been waiting a long time to come face to face…with the prodigal son!"


	51. Chapter 51

**BAXTER BUILDING**

From one bad situation to another, Spidey now finds himself in a stand-off against Otto inside a round, technologically advanced room, which left the Web-Head very little room to leap or move around. An always, the Wall-Crawler silently cursed his rotten luck as he stared into the demented eyes of the metal armed scientist that stood before him.

"Wow, I'm so honored to be in the presence of a psychotic maniac with robotic tentacles," said Spidey sarcastically. "But what do you mean by 'prodigal son'?"

Otto sick smile still remains, knowing that he was the Web-Head's attention. "Well, if anything, I'm making reference to your father."

"My father?" asked a confused Spidey, and determined to find out more, he stands up in a demanding posture as he questions Otto. "What do you know about my father?"

Otto's smile soon turns into a scowl before he answers, as well as mentally commands his two upper tentacles to lower down into view for both him and Spidey. "Well, he's not responsible for me having to leave with these for the rest of my life," he explains bitterly, but allows an evil smirk to appear when he finally reveals this. "But he also responsible for the serum that not only runs through your veins, but what also turned Osborn's son into the monster he was just a few minutes ago."

This stops Spidey cold in his tracks. "Wh…what?! You mean, my father…created OZ?!"

"The truth hurts, doesn't it Mr. Parker?"

Though still reeling from this revelation, Spidey shook his head to regain focus. "No, no hold on!" he said angrily. "I thought it was Osborn who created OZ!"

This question caused Otto to chuckle, finding the young teen's nativity amusing. "Oh, that's what our egotistical idiot of a president wants us to think!"

Outside the round room, Sue and the others have just regained their senses, as well as being confused as to what just happened.

Especially Beast, who also suffered the effects of the flash while still working on the Big House, but luckily, he manages to shake it off and eventually regains his sight and sees the rest of his teammates trying to recover. "Is everyone all right?"

The first to answer this is Firestar, who before replying looks around sees that not only is Otto missing, but Spidey as well. "Yeah, but where's Peter?"

Sure enough, everyone else soon noticed that Spidey and Otto were gone, and soon grew worried that may have lost the key to winning this war. But none of whom were more concerned than Firestar, for she, just like in the days when they were children, always grew concerned for his well-being.

However, as Firestar and the others started looking for Spidey, they hear a loud bang, like the sound of heavy machinery hitting other steel! And it came from the secret door in which Otto brought the unsuspecting Spidey.

And it was that of Kitty who pointed at the door, and moreover, where she heard the sound. "Over there!"

Back on the other side of the door, Spidey and Otto soon engaged in combat, with Spidey moving to the left side to dodge Otto's upper right tentacle, allowing it to dart its talons into the wall.

The Wall-Crawler later spots Otto's lower left tentacle coming his way, and thus jumps backward to dodge it, thus making it hit the lower part of the wall, while Spidey's puts his hands and feet on the upper-part, sticking instantly.

An angry Otto growls as sees Spidey just sitting there on the wall, and thus continues his assault by commanding his lower right tentacle to go in a strike at the Wall-Crawler like a rattlesnake striking its prey.

Seeing the tentacle coming, Spidey flips backward on the wall to avoid the talons.

While using his feet to stay on the wall, Spidey aims both of his hands at Otto and shoots two web-lines at him.

Otto, however, is just as quick to protect himself and thus pulls his two upper tentacles back and crosses them right in front of him an shielding him from the web-lines. The scientist then makes his move by spreading his upper tentacles out and thus pulls the Wall-Crawler towards him

Though Spidey flipped forward and attempted to give Otto a double legged mule kick, only for Otto to command his lower left tentacle to move in front of him and block the kick, then pushes the Web-Head away from him.

As the tentacle scientist watches Spidey attempt to save himself by flipping backward, he then commands his upper right tentacle to grab Spidey by the throat and pulls him closer to him.

With the Wall-Crawler now his grasp, a grinning Otto stares into the eye lenses of the son of the man, whom, as he sees it, made him what he is today. "You have spirit, boy, I'll give you that," Otto told the Web-Head, all the white tightening the grip of his tentacle and choking the young man even more. "Same level as that of your father, but just him, you let it become your undoing."

Outside, Sue and the others attempt to bust in and save the Web-Head.

Kitty, however, plans on making things easier by phasing through the door, then opening it from the inside. However, when she attempted to use her mutant ability and phase through the door, she is surprised when she receives an electric shock, which repels her and sends her down on the floor.

Back inside the room, Otto heard the shock outside, as with the added choking noise of that was coming out of Spidey, his grin only grew wider. "It appears that your friends just found out first hand that getting in here will not be so easy." said the scientist, still looking at the door.

As Spidey continued gasping for air and try to unwrap the tentacles crushing his neck, he looks through the corner of his left eye and spots what appears to be a wheeled cart containing light bulbs and other tools, something in which gives the Web-Head an idea. One in which he takes his right hand, points it to the left, shoots a web-line and successfully ensnares the cart. Afterwards, he yanks back, and in turn pulls the card towards Otto.

Before Otto could even react, the cart hits him right in the head, knocking the tentacle scientist loopy and forcing him to release his hold of the Wall-Crawler.

After landing safely on his feet, the newly free Spidey leaps over the disoriented Otto and heads to the door, to both escape and to help the possibly injured Kitty outside.

However, Otto recovers just in time and spots Spidey heading towards the door, something in which makes him command his upper right tentacle to strike at the Web-Slinger from behind.

Luckily, just as he reached the door, Spidey feels his spider-sense tingle, promoting him to lean to the right and narrowly dodge the tentacle, causing it hit and leave a dint in the door instead.

A now angry Otto watched Spidey back away from the tentacle; he commands his three remaining tentacles to push up and lift the scientist off the floor, all the while staring intently at the Wall-Crawler. "If you think such childish antics will be enough to stop me, arachnid, you are sadly mistaken!" he told Spidey with venom in his voice. "For I…AM…YOUR SUPERIOR!"

As Spidey gets in a defensive stance, he gives Otto this remark of defiance in the form of a quip. "Okay pal, just telling you right now, you and the word 'superior' do not mix."

Back outside, Kitty is being tended to by both Logan and Firestar. But it is Logan himself who seems to be the most concerned. "You okay, runt?" asked the feral X-Man, letting his softer side show.

Kitty seemed dazed at first, but hearing Logan's words was more than enough to snap her back to reality. "Yeah, I'm fine."

As for Sue, she quickly went over to the wall mounted keyboard and screen next to the door, and tries keying in her clearance code to open the door, which unfortunately results in the words 'Access Denied on the display screen. "Damn, looks like Octavius is cleverer than we gave him credit for."

Needless to say, this causes Ben to growl as he pounds his large fists together. "Well, ain't nothin' that a little clobberin' can't fix!"

Suddenly, a now fully conscious Kitty runs in and steps in front of Ben, stopping him by placing her hand on his massive chest. "Wait, hold on! If that shock was enough to stop me, it'll definitely do the same to you."

This comment causes Ben to grunt in frustration. "Well then, what do you suggest we do, kid?"

Sue decides to answer that question by turning to address Beast, who by this time was nearly finished in accessing the Big House's system. "Hank, we might need your help over here!"

Kitty, knowing that Beast could be disturbed, ran towards Sue. "Hold on, Hank taught me how to reroute encryptions," said the X-Girl, then turned to the keyboard. "Let me see if I can get us in."

With that said, Kitty soon gets to work and starts typing on the keyboard, putting her hacking skills to use.

However, Firestar, as well as the rest of the team, can hear more banging coming from inside the room, and grows more worried for Spidey as a result. "Kitty, hurry!"

Meanwhile, the fight between Spidey and Otto was becoming more and more intense, as the Web-Head leaped and flipped over Otto's tentacle strikes. And after he ducks a strike Otto's upper right tentacle, as well as jump and flip in a corkscrew motion over the left lower tentacle that tried to sweep him off of his feet, the Web-Head tries to fight back by extended his right arm and shooting a web-line.

Otto spots this, however, and uses his lower right tentacle to catch the web-line before it could even hit his chest.

Spidey, on the other hand, does not let this stop him, as he decides to get a little creative and pull back on his end of the web-line, making Otto think that he wants to engage him in a 'tug of war.' Once he felt Otto yank back on his end, the Web-Head lifts his feet up and allows himself to be pulled over to the tentacle scientist. Then, while in mid-air, the Web-Slinger makes his move by throwing a left legged round kick at the upper right tentacle attempting to strike at him, then spins and uses his right leg to throw a back kick, nailing Otto in the face and forcing him to back up against the wall.

Furious, and with a bloody nose, Otto slammed his two upper tentacles into the floor, causing a miniature quake that forced Spidey back. Afterwards, the enraged scientist pulls his upper tentacles back, all so he can command his lower left tentacle to strike and smash the Web-Slinger across his face, sending him flying across the room and back first into the wall.

As the Web-Head slid down the wall and lands hard on the floor, he barely picks himself up and pulls up the lower half of his mask so he can spit out blood….as well as a tooth. Moments later, he felt his spider-sense return, forcing him to roll forward and narrowly dodge the talons of one of Otto's tentacles, causing them to plunge into the floor instead. Once getting back up on his feet, Spidey pulls his mask down over his mouth and sees Otto being lifted up into the air by all four of his tentacles, and seething with rage. _"Geez, and I thought Logan had a short fuse." _

Otto lets out an animalistic growl as he uses his right hand to wipe the blood dripping from his nose. "Evidently…being a pest…RUNS IN THE PARKER FAMILY!" he roared as he commanded his upper right tentacle to strike the Web-Head.

Fortunately, Spidey darts to the left side to dodge, but later spots Otto continuing his assault by striking with his upper left tentacle and avoids by flipping backward and sticking to the wall behind him via his feet. He then takes both hands and shoots two web-lines, hitting his mechanically armed enemy in his shoulders, then web-zips over to him, planting his feet on his chest and using his hands to grab his collar. "How do you know my father?" asked the Web-Slinger, determined to find out the truth. "And why would he make something as dangerous as OZ?!" Suddenly, the Wall-Crawler feels his spider-sense tingle, forcing him to let go of Otto's collar and lean back to avoid getting punched by his upper right tentacle. Though he wasn't done questioning him, Spidey knew he was in a dangerous spot, and reluctantly shots a web-line to the left side, then zips over and sticks to the wall, watching Otto use his two lower tentacles to turn and face the Wall-Crawler.

An irritated Otto takes a moment to remove the webbing from his shoulders before answering Spidey, who stays on the wall and looking ready to pounce. "Well, being the bleeding heart that he was, your father never intended for OZ to be used as the 'weaponized' performance enhancer you see today…"


	52. Chapter 52

**OSCORP: TEN YEARS AGO**

_Inside one of the corporations main labs, a younger, as well as two armed Otto is seen looking over equations being written on a while board by that of the brilliant Dr. Richard Parker, as both men were working to perfect the OZ formula. _

"_**At first, your father wanted to create OZ as means to help the medical field. To help heal people who suffered severe injuries or life threatening decease, as means to increase bodies healing capabilities. "**_

_In one instance, Richard and Otto are seen standing over a caged and sickly rabbit, where Richard himself pulls out a large syringe the newly completed OZ serum, and thus injects it into the rabbit. _

"_**And when the day came to finally test the completed serum, it seemed to work like Parker wanted it to at first. The first animal we tested on a rabbit dying from disease, and upon injection, it grew stronger than ever."**_

_Suddenly, things take a horrifying turn when the seemingly healthier rabbit soon mutates into a green skinned, red eyed monster which soon grows so big, the cage soon breaks apart and allows it to let out a loud roar. This causes the terrified Richard and Otto to back into a wall, but luckily, Richard was close to a button on the wall which called security, and thus quickly presses it. Sure enough, the door opens and two guards with large, specially made guns come in and shoot out yellow energy, which upon impact, cause the poor creature to disintegrate. _

_A more startled Otto takes a moment to calm down before turning to Richard. "Well, it's a good thing that Norman had that partnership with Stark Industries when he did. For those plasma rifles sure are life-savers." _

"_I suppose," replied a discourage Richard, knowing while the guns may have saved their lives, he still hated the fact that they were used for killing, such as the case with rabbit that he gave OZ to, and in turn, was just as responsible for the poor creature's death. After waiting for the guards to leave, Richard turns to Otto with a sorrowful look. "One thing's for sure, we'll need to destroy what notes we have of the formula and start over." _

"_Yes, of course," Otto replied, pretending to look understanding, but was secretly disgusted with how soft Richard was. _

"_**While your father saw that particular formula as a failure, I saw it as an opportunity. One that would strength soldiers of an army. An army to which I can use and execute my plans for this world! I kept my notes, but unfortunately, Richard had one key element of the formula in his. And while he destroyed his…"**_

_Late at night, in a different lab, Otto is seen behind a glass wall and wearing his trademark tentacle harness to help him in mixing chemicals together in the next room to create a large batch of the OZ formula. _

"_**I managed to secretly get that key note that Richard had, though…creative means. And the plan I had at that time was to sell that large batch to a crime boss, give it to his men, gain his favor, and thus use my new mob connections to take over New York. But unfortunately, this plan never came to pass…"**_

_As Otto was just about to add the final chemical, Richard soon bursts into the lab, and appears to be quite angry. "Otto!" _

…_**Thanks to you know who." **_

_Otto briefly looks over his shoulder and sees Richard walking towards him, and is clearly surprised. "Richard? How did you-?" _

"_Find out what you were doing?" Richard interjected. "Well, that would be through my computer, as it notified me that someone had hacked into my files and stole the data I had on the OZ formula! And since the only people who knew about that formula were you and I, and that you're just as big a tech wiz as I am, it wasn't hard for me to guess who." _

_After letting out an annoyed grunt, Otto goes back to mixing the chemicals. "Well, it amazes me that while you're smart enough to deduce me hacking into your files, Richard, what really baffles me is how foolish you are in not seeing the brilliance of OZ, and what it could hold for the future." _

"_Future?" asked an astounded Richard. "What future?! The only future I see in this formula is pain, suffering and maybe the end of mankind! Because in case you forgot about what happen to our test rabbit, that's exactly where we're heading if you keep this up!" _

_Hearing this comment is enough to send Otto into a rage, as if Richard was questioning his intelligence. "Don't you dare lecture me about what's right for the future, Parker!" _

_As Otto lashed out at his fellow scientist, he loses focus on mixing the chemicals and inadvertently pours too much of that one chemical. And as a result, this caused the OZ liquid in the vat to boil and…_

_**KAAAAAAABOOOOOOOMMMMMMMM!**_

_As the smoke cleared, the lab laid in utter ruins, with a badly burnt Otto wallowing pain. Not just because of his burns, but feeling his tentacle harness now literally burnt into his back. _

_But Richard, however, was underneath a pile of rubble, and now lifeless. _

"_**Thanks to your father's interference I lost my concentration and thus caused an explosion, which not only costs him his life…but also fused my tentacle harness permanently to my spine, making me into the man you see before you today." **_

**BAXTER BUILDING: PRESENT DAY**

Hearing how his father died, and how Otto talked down to him, is more than enough to anger the young Spidey, so much that he jumps off of the wall and attacks Otto.

However, Otto spots the enraged Web-Head coming his way, and thus takes action by commanding his two upper tentacles to strike at him with the same speed a rattlesnake strikes its prey.

Fortunately for Spidey, he sees the tentacles coming his way, and thus delivers a left legged outside round kick to the left tentacle, then follows it up with a right handed back-fist to the right tentacle. He then holds out his left hand and shoots a web-line, which in turn hits Otto's abdomen. , allowing the Web-Slinger to zip over to the tentacle scientist, then plants both of his feet onto his chest and gives his tentacle enemy a hard right hook to the jaw. "Well, that explains how YOU tried to steal my father's formula!" said the angry Web-Head as he gives Otto a mean back-fist, then grabs his collar to make him face him as he asks the scientist this. "But what does that have to do with Osborn?"

Even in taking two blows to the face, Otto still maintains his mental link to his tentacles, which he displays by commanding his upper left tentacle creep up behind Spidey, and before the Wall-Crawler could even react, it grabs him behind his neck and pulls him off of Otto. Now with the advantage, Otto takes his upper-right tentacle and makes it punch the Web-Head in his chest and pins him up against the wall. "I was just getting to that…!" said Otto, wiping the blood from his lip.

**FORREST HILLS HOSPITAL: AFTER THE EXPLOSION**

_Inside what appears to be the basement of the hospital, a severely burnt Otto is seen lying face down on a gurney, with his tentacles bolted to all four corners of the room. As the pain stricken scientist laid there helpless, he looks down at the mirror underneath him and is shocked by what he sees standing above him. _

_It was that of Norman Osborn, business suit and all with two other men with him, as well as being stoned faced. "Hello Otto," he told the suffering scientist, all the while not sounding the least bit pleast. "I take it that making your own OZ serum didn't turn out so well, did it?" _

_Suddenly, hearing this caused an injured Otto's eyes to grow wide in shock as he asked this with a breaking voice. "You…you mean-?" _

"_Yes, I know." Norman coldly interjected. "Whenever I put a large amount of MY money into projects, I make it my business to know. And the fact that you were going to use OZ for your own personal reasons, reasons that could jeopardize my plans, I should have you killed right here right now!" _

_The two men with Norman soon began cracking their knuckles, a sight in which makes the defenseless Otto trembling in the gurney. _

_However, Norman barely manages to stop his rage from taking over, and thus calms himself before he continued. "However, I still find your scientific genius to be useful. Which is why, I've decided to make you a deal." _

"_**And that deal was that he would say that the accident that killed Richard, as well as forever change me, was the result of poor wiring in the equipment that I was using to make the batch, as well as give me LARGE compensation, as well as give me a position of power in Oscorp. And all that Norman asked for in return was the documents that I acquired from Richard. Naturally, I was hardly in a position to reject such an offer. And so, I naturally gave Osborn the documents to the OZ formula, to which he tinkered with a little and marketed it as a 'miracle cure' for diseases, but in reality, was crafting it as a strength enhancer for soldiers. And as for me, I was given the position as Oscorp's chief science officer at that time, and in time, was given a place in his new Ultimates team, then later, made me the leader of a team of my own…" **_

**BAXTER BUILDING: PRESENT DAY**

Otto still has Spidey pinned up against the wall and at his mercy when he finishes his story. "A team that is now no more thanks to you and your friends!" he said angrily. "But that is just a minor setback, and it won't stop me from going forward with my plans! One of which is eliminating you!


	53. Chapter 53

**BAXTER BUILDING**

Spidey now finds himself at the mercy of Otto, who is holding him up against the wall with his upper right tentacle and pressing down on the Web-Head's chest so hard, his sternum could break at any moment. But even in extreme pain, Spidey still looks down at Otto defiance. "Hate to…be the one to break this to you, Otto," said the straining Web-Head, trying push the tentacle away from his chest to loosen the pressure, as well as feeling anger boil to the service as he continues. "But my father is dead…thanks largely to you! So what is killing me going to accomplish?!"

"Firstly, so you won't interfere with my plans," Otto replied coldly. "And second, as irritating as you have been, your abilities still intrigue me, which means after I kill you, I will have to extract and examine the OZ inside your corpse, even if I have to spill every last drop!"

Before Otto could deliver the final blow, he is stopped a beeping is heard, followed by the sound of a female voice of the Baxter Building's A.I. "ALERT. OUTSIDE FORCES HACKING INTO SYSTEM. LOCKING MECHANISM IN DANGER OF CORRUPTION."

Needless to say, this information easily annoys Otto. "I bet it's those friends of yours," said Otto, turning his attention to the door. "No matter…computer, initiate total lock down. Clearance code-"

As Otto was busy giving an audio command to the computer, he momentarily loses focus in pinning Spidey up against the wall, thus enabling the Wall-Crawler to grab hold of the talons with both hands, as well as planting his feet on the wall to stick to it, then throws the entire tentacle off of his chest and away from his person. Now free, Spidey points both of his hands downward and shoots two web-lines beside Otto's feet. He then made his move by zipping down and kicks both of his feet into Otto's chest, sending the scientist reeling backward, as well as using him as a boost to perform a backflip and land on his feet in a defensive stance.

As for Otto, he manages to save himself by mentally commanding his upper tentacles to dart themselves into the wall behind him and push up against it, putting the scientist back to his feet. Upon seeing the Wall-Crawler standing right in front of him, Otto makes his move by commanding his lower tentacles to strike a the young Web-Slinger.

Fortunately for Spidey, he spots this and jumps up high into the air, causing the tentacles to pass right underneath him and plunge their talons into the wall. Afterwards, the Web-Head flips forward, and while he was in mid-air, points his hands downward, and presses down hard on his palms, which shoots webbing that was ten times stronger, covered the top of the lower tentacles, trapping them into the wall. Later, once he was right side up, Spidey turns to the left side of the room, shoots a web-line in that direction and web-zips over to that side, where he lands on his feet then turns to Otto.

By this time, Otto had grown frustrated as he tries to pull his lower tentacles out of the wall but with no success. He later notices Spidey through the corner of his left eye, and it wasn't long before his frustration turned into rage. "If you think that your webs and your fancy flipping will be enough to save you, you are sadly mistaken." Otto barked while having his two upper tentacles coiling backward, as if ready to strike.

Spidey, however, stands in a defensive posture, perfectly calm. "Oh, I'm aware of that Ock," The Web-Head told Otto in a light-hearted tone, then saw him dark his upper left tentacle at him, causing the young Web-Head to jump high into the air and successfully dodge the tentacle, which plows itself into the lower part of the wall instead. As Spidey back-flipped and stuck to the very same wall via his hands and feet, he looks down to see Otto's upper left tentacle beneath him and struggling to get free. All in which prompts the Web-Slinger to use both of his hands and shoots more webbing, and traps the tentacle into the wall.

"Which is why I'm using the one thing that's been keeping me alive so far," Suddenly, Spidey feels his spider-sense tingle, causing him to look straight ahead and see Otto's upper tentacle coming towards him, to which the Web-Head reacts by jumping off the wall, placing both of his feet onto of the tentacle's talons, and uses it as a boost to jump over to the right side of the room. Spidey safely lands on his feet on the floor, then turns to face a now furious Otto. "And that one thing…" The Wall-Crawler then spots Otto's upper right tentacle coming towards him as if in a back-fist motion, and avoids it by jumping and flipping in a corkscrew motion over it, causing it to ram itself into the wall. Upon landing, the Web-Head spins around, aims his hands and shoots more webbing over the tentacle to trap it in the wall, and thus leaving Otto completely immobile.

After taking care of all four of Otto's tentacles, Spidey turns to the now helpless scientist to finish his sentence. "…is my brain! And to finish this, I guess a little brawn wouldn't hurt either." With that said, the Wall-Crawler jumps onto and ricochet's off of Otto's trapped upper right tentacle, then nails the scientist with a mean right hook, leaving him dangling in a daze, and more importantly, defeated.

Shortly after knocking Otto senseless, Spidey soon hears the sound of the double doors opening, and as he looks over Otto's shoulder, he sees that Kitty succeeds in hacking into the doors main systems, and that she, Firestar and the rest of the team are on the other side, as well as astounded that he already defeated Otto.

Upon seeing his friends, Spidey jumps and flips over the dazed scientist lands on the floor to greet his team. "So, what took you guys so long?" he asked in a sarcastic and lighthearted tone.

Both Kitty and Firestar ran over to Spidey both hugged him tight, something which surprised the Wall-Crawler. After they pulled away, the two girls looked at Spidey with worried expressions. "Are you all right?" they asked in unison, and upon hearing themselves speak, they turned and looked at each other awkwardly.

"Y-Yeah, yeah I'm fine," said a sheepish Spidey, hoping to stop the 'cat-fight' before it even began. He then looks over his shoulder to look at the dangling Otto, and his shyness soon turned into contempt. "Ock was…pretty easy to handle."

Suddenly, the semi-conscious Otto seems to spring back to life when he hears Spidey's words, and grows angry as a result. "Easy to handle…? EASY TO HANDLE?!" Enraged, Otto manages to command his tentacles to lift his body up in the air and turn him around to look down at Spidey, who by now has gotten into a ready fighting stance, as well as his teammates. To make matters worse, he begins pulling his upper left tentacle was just about to pull it free. "YOU HAVE HANDLED NOTHING, BOY! FOR I AM NOWHERE NEAR FINISHED WITH-"

Suddenly, before a sing move was made by either Otto, Spidey or his comrades, a long, stretchy arm comes out of nowhere, and punches Otto in the jaw, causing his tentacles to tumble to the floor, and thus, the Superior Six leader laid there out-cold and out of the fight.

The stretchy arm soon retracts backward, and as Spidey and his teammates watch pull backward, they receive a pleasant surprise to see who it belonged to. Turns out, it belonged to that of the newly recovered leader of the Fantastic Four, Mr. Fantastic himself, Reed Richards, who retracts his right arm all while using his left hand to rub his aching head. However, he still had enough energy to angrily tell this to the unconscious Otto. "Now, you are!"

For Sue, seeing the man that she loved conscious, as well as returned to his old self, caused happiness to overtake her, so much so, tears began to stream down her cheeks. "REED!" she exclaimed happily, then runs towards him and hugs him tightly.

Though still in a dazed state, being embraced by the woman he loved was the first pleasant feeling in which Reed had in a long time and enjoyed it, a fact that he shows by when he hugs Sue tightly. "Susan…!"

The lovers embrace is soon transformed into a group hug, when the usual tough as nails Ben 'The Thing' Grimm walked over and hugged his long time best friend with one arm. Even Johnny himself joined in and embraced both his sister and fiancé. And that warm moment signified…that the Fantastic Four had returned.

Spidey and the others looked on these, each smiling at such a beautiful moment.

Logan, however, while pleased that the world's first superhero family was back together, still looked stone-faced and with his arms crossed. "Well, ain't this an enchanted moment."

This comment made Kitty rolled her eyes in annoyance. "Well, I for one am glad to see a happy reunion from all of this craziness!"

The next one to voice his opinion was that of Spidey, who has a determined look behind his mask. "So am I, so what let's reunite more families broken up by Osborn by setting our guys free and getting this war over with." The Wall-Crawler later turns to Firestar. "Has Beast hacked into the Big House yet?"

"Yeah, he said he had just finished while we were trying to break in." Firestar replied, sounding just as anxious as Spidey was to up the Ultimate Civil War to an end.

"Great!" Spidey said happily replied, then hurried out of the room and over to Beast, pulling the Amulet of Watoomb out of his collar as a result.

Beast sees Spidey coming his way, and is relieved to see that he is unharmed, and glad that his status as 'Ultimate Hero' can help him in the next task at hand. "Peter, thank God! Now we can begin with the next phase of liberating the prisoners."

"And not a second too soon," said the Web-Slinger. "Ready when you are, Beast."

With a smile, Beast pulls out a small futuristic-like hand blaster. "Well, I have this Pym Particle hand pistol which will shrink you down, then I can-" Suddenly, the furry X-Man looks down and notices through the prison window the miniaturized Tony Stark waving his hands, as if to get Beast's attention. Stunned by this, Beast nonetheless puts the blaster down, then picks up his handheld device and presses the button, which in turns grants him access to the prison's intercom system. "Yes, Tony?"

"Before you send the kid," said Tony. "Just want to let you know that there's something underneath the prison that you might also want to enlarge too. Something that can help us take down Osborn!"

This confuses both Spidey and Beast look at each other awkwardly, then the furry X-Man types on the handheld device to look at the plans of the Big House, and soon clicks on the bottom. And as he clicks on that section, both Spidey and Beast's eyes grow wide with shock at what they saw.

So much so, it causes the stunned Spidey to utter this. "Yep, this can definitely help."


	54. Chapter 54

**TRISKELION**

The battle between the Ultimates and the Avengers resistance is continues to heat up, with the soldiers on both sides fighting harder, and dying as a result. And amounts the violence, the two leaders of their respected armies, Captain America and Iron Patriot, were still deadlocked in mortal combat, with Cap using his shield to strike an incoming punch from the Patriot. Afterwards, the Super-Soldier makes his move by throw a left legged front kick.

Unfortunately for Cap, the Patriot sees this, and uses his left hand to catch Cap's foot, and with his armor enhancing strength, tosses him up in the air like a feather. He then sets the airborne soldier in his sights, holds up and aims his right hand and fires a repulser blast.

Fortunately, Cap sees this attack coming and quickly holds his shield right in front of him to block the blast. Sadly through, when the blast made contact with his shield, the impact was so strong, it sent him flying further into the air and away from the fight.

As he watches the Sentinel of Liberty fly away with a smile behind his faceplate, the Patriot sees through the corner of his right eye that a Trooper about to fire his blast at him, and without even turning his head, he points his hand in that direction and fires a repulser blast which hit's the Trooper's rifle, causing it to backfire and explode in the Trooper's face band blow his hands clean off, causing him to drop to the ground and wallow in pain. Ignoring the Trooper's screams of pain, the Patriot few off after Cap. "Ready to admit defeat, Rogers?"

Cap landed, tumbling to the ground and hurling his shield once more. Caught unawares, the Patriot was smashed in the face-plate, tumbling down, down, down…and landing in the dirt with a massive CRASH!

"Are you?" Cap retorted as his shield flew back into his hand.

After shaking off the effects of the shield attack, the Patriot angrily powers on his het boots and hovers into the air. He then sets Cap in his sights, holds up and points both of his open palms at him, and fires more repulser blast at the Sentinel of Liberty.

Luckily for Cap, however, he manages to use his speed and agility to avoid the blast coming his way.

As the Patriot continued to fire the blast, he glances at his right gauntlet, and sees that the time on his built in digital watch is 7:25, meaning that the Ultimatum machine is almost about to activate, and thus smiles behind his faceplate.

Back on the roof of the Triskelion, the Eye of Dormammu is seen glowing inside the Ultimatum machine, preparing to activate the machine.

It was a sight that did not sit well with the Avengers that were in the air, most notably, Dr. Strange, who saw the machine powering up while he was engaged in a mystic duel with Baron Mordo. At one point, the Doctor was so focused on the machine, that he barely noticed Mordo firing a blast through the corner of his left eye, and thus creates a mystic shield to block it.

Another pair of dueling sorcerers was that of Sersi and Mysterio, both of whom shoot and dodge each other's blast. After evading one of Sersi's blasts, Mysterio decides to use a new approach, in that he multiplies into five copies of himself, all in which shoot blasts at the sorceress.

But with an unsurprised expression on her face, Sersi creates an energy bubble around herself which blocks the combined blasts. Afterwards, she makes her move by teleporting, then reappearing before one of the Mysterios and gives him a blast at close range, one that was so powerful it sent him flying backward and crashing into the back of the Triskelion rooftop. Surprisingly, the four other Mysterios all vanish out of thin air, all in which caused Sersi to cross her arms and shake her head at the bubbled headed villain in disgust. "Oh Beck, still all show and no substance."

Hearing this remark is enough to anger Mysterio. So much so, he teleports out of sight reappears behind Sersi and grabs her in a bear-hug. "How's THIS for substance, teacher's pet?!" yelled Mysterio. "I may not know enough, thanks to YOU ratting me out to Strange, but thanks to Mordo, I know more than enough to put YOU down!"

Sersi decides to be a little 'showy' herself, in that she concentrates and turns her entire body into mist, and allows Mysterio to pass right through her. By the time he turns around, the female student of the Sorcerer Supreme solidifies and fires a mystic blast, to which is blocked when Mysterio fires one of his own and engages in a 'test of strength' of sorts.

Meanwhile, the two masters of magic, Dr. Strange and Baron Mordo, were still engaged in their mystic battle to the death. But as the Doctor dodged another blast, he finds himself caught in the grip of the large Ultimate by the name of Goliath, who holds the struggling sorcerer as if he were a toy. "I got him, Mordo," said Goliath. "Finish him off!"

Not wanting to waste a good opportunity to rid himself of his oldest enemy, Mordo channeled all of his negative energy into his hands, causing them to glow red, and fires a blast known as the 'demon bite', which was known as a killing attack among sorcerers.

The Doctor, however, sees this attack coming and quickly teleports out of Goliath's hand. As for the demon bite blast, it ends up hitting Goliath's fingertip, and in the most disturbing scenes, it caused the giant Ulitmate to age rapidly and gasp for air, until he finally became a dried up skeletal husk and crumble into a large cloud of dust.

As for the Doctor, he reappears in front Mordo, and gives him hard round-kick to the head, sending his old rival reeling backward.

Elsewhere in the aerial battle, where Cloak and Dagger had their hands full trading punches and blasts from Moonstone and Thunderstrike and Falcon having his hands full with Vulture, the one who fought the hardest was that of Namor, who easily dispatched an attacking Guardsman that came his way like flies. However, the Atlantian king knew all too well that these Guardsmen were just pawns. In order to bring this battle to an end and save both Atlantis and the service world, the Iron Patriot had to be brought down. And so, Namor quickly searches the battlefield, and soon finds the Iron Patriot still fire his repulser blasts at the jumping and flipping Cap. With his target now in sight, Namor flies down to dispatch the Patriot, and thus win the Ultimate Civil War for both his comrades on land and his fellow Atlantians. Sadly, before he could reach the armored president, Namor is intercepted by Jack of Hearts, who tackles the Atlantis ruler to the ground.

As Namor groaned in pain, Jack levitates up in the air and laughs as he looks down at the fallen Atlantian. "Sorry fish-boy, but the president's busy. But I'll be more than happy to keep you company."

As if the battle in the air wasn't chaotic enough, things were intensifying between the battle of the X-Men, both the original team and the one Osborn sanctioned.

In one battle, the most agile members of the two teams, Nightcrawler and Toad, use their fast movements as they continue to fight one another.

Nightcrawler dodges two punches from Toad, then goes to respond by throwing a right hook of his own.

However, Toad holds up his right arm to block the blow, then hops up in the air and gives the German X-Man, a double-egged mule kick to the chest, both sending him reeling backward, and using him as a make-shift boost to help him flip backward on the air. While in the air, Toad sees that Nightcrawler is lying on the floor, and seeing his chance, opens his mouth and shoots out his extraordinary long tongue, hoping to wrap it around his ankle and bring him up to the air with him.

Fortunately for Nightcrawler, he sees, and is disgusted by, Toad's tongue coming his way, and thus avoids it by teleporting out of sight, causing the tongue to hit the ground instead. The German born X-Man later reappears behind Toad in the air, and gives him a double-legged mule kick in his back, sending him flying forward and crashing to the ground. While in the air, Nightcrawler looks down, and spots something that shocks him.

It was that of his fellow X-Man, Colossus, interlocking his fingers with that of the Blob's, both powerhouses of their respected teams trying to overpower one another.

However, the battle takes a dark turn when the Blob leans back, and rams his head into Colossus' face, which stunned the steel-skinned X-Man. Afterwards, the obese mutant pulls his left arm out of and gives him a hard left uppercut, sending Colossus up in the air and crashing hard into the ground.

Nightcrawler, knowing that he has to help his teammate, teleports once again, then reappears on Blob's head and covers his face with his body.

As the Blob staggers aimlessly, he tries to get rid of Nightcrawler by taking his open right palm and attempts to swat him off.

Fortunately for Nightcrawler, he sees this and teleported once again, causing the Blob to hit himself in the face and knock himself so loopy, he goes down on his left knee.

Meanwhile, Colossus has since recovered on the ground and noticed the Blob kneeling. He sees this as an opportunity to attack, and thus gets up, runs to the still dazed obese mutant, then makes his move by places his left foot on Blob's standing knee, pushes up and uses his right foot to deliver and round-kick into his flabby opponent's temple, and succeeds in knocking the Blob off of his feet, causing a small earthquake in the process.

As for Nightcrawler, he reappears in front of Toad, who had gotten back on his feet and retracting his tongue back into his mouth, and gives his amphibious enemy a right legged jumping roundhouse kick to the face, knocking him back down into the ground.

Elsewhere on the ground, where Iceman and Pyro were engaged in a fire and ice battle, the Dazzler firing her light blast only to be deflected by the diamond form Emma Frost, both Sabretooth and Gambit going effortless taking down Troopers that come their way, and Nick Fury taking on Domino in a knife fight, the leaders of the two X-Men teams, Storm and Cyclops, still trade their trademark blasts against one another. At this point, Storm now shoots two lightning bolts from both of her hands at Cyclops, who by this time shot his optic blasts to block Storm's combined attack, by proved to be not strong enough to deflect it in time, and it looked like the Weather Goddess would win this bout.

Unfortunately, Storm is soon shot in the back by an electrical blast from Electro, causing her to lose focus and stop firing her blasts. To make matters worse, this gives Cyclops the opportunity to push his optic blast forward, and hits Storm in the chest, causing her to fly forward and tumble to the ground.

In his fight, Iceman has Pyro on his knees, but he soon gets a glance of Storm on the ground and is trouble. "STORM!" he cried out concerned and unfortunately leaves him open for Pyro, who uses his flame through to project flame and create a large fire based fist which hits Iceman and sends him flying.

Elsewhere, the Iron Patriot is still firing his repulser blast Captain America, who either dodges them or uses his shield to deflect them. Finally, having had enough of this, the Patriot decides to be a little more creative in his next attack by holding out of his right and not only to shoot another blast, but also secretly shoots a small circular device out of a small barrel in the bottom of his gauntlet.

As the blast was deflected off of the shield, the small device ends up the star symbol on the center of the shield. And upon impact, the device produces a jolt of electricity, shocking Cap and causing him to scream in pain.

With an evil smile behind his faceplate, the Iron Patriot flies down to the electrocuted Cap, uses his left hand to take the shield away from the Super Soldier and uses his right hand to grab him by the throat and lifting him up in the air. "You're a tough old bird, I'll give you that," said the Patriot as he begins to charge his left gauntlet for another blast and points it at Cap's face. "But I'm ushering in a brand new America, as well as a brand new world! And you and your friends have no place in it!"

Suddenly, before Iron Patriot could blast Cap's head off, he, along with everyone else in the battle, either Avenger or Ultimate, suddenly stop fighting when they hear a rumbling sound from deep within the city.

Soon after, the sound is coming from the Baxter Building crumbling down, and the reason being that of a large, boat-shaped hovership with three platforms rises upward, like a phoenix rising from the ashes. The craft was known as the Tri-Carrier and experimental aircraft that was under construction by S.H.I.E.L.D. before Osborn's presidency. And it was never tested…until now! On the middle platform of the ship were that of the freed heroes from the Big House, all led by the newly freed Thor, dressed in his Asgardian armor and holding his electric charged hammer, Mjolnir.

Inside the Tri-Carrier, and in the main bridge of the ship, Spidey, as well as Firestar, the X-Men members Logan, Beast and Kitty, the newly reunited Fantastic Four, and Tony Stark, this time donning his Iron Man armor, all standing on a platform over many of the former S.H.I.E.L.D. agents, who sadly still donning in their prisoner uniforms, but still manning the controls of this massive ship as they head over to the Triskelion to take on the Iron Patriot and his army.

And before heading down to the Triskelion to accomplish such a task, Spidey himself can't help but let out this fitting quip. "Here comes the cavalry."


	55. Chapter 55

**NEW YORK SKY**

For the Avengers fighting the Iron Patriot's forces at the Triskelion, the sight of the Tri-Carrier served as a beacon of hope. And it certainly wasn't a sight that the Iron Patriot wanted to see either, in which shocks him so much, he inadvertently lets go of Cap's neck and drops him to the ground. "No….NO!" screamed the Patriot in a panic, knowing that the Tri-Carrier will put a halt to his plans, the armored leader of the Ultimates zooms off into the air, leaving Cap to rub his throat in pain.

Meanwhile, in another fight on the land, Daredevil was still taking on Bullseye, all the while hearing the sounds of the battle, more importantly, Cap's fight with the Iron Patriot. And though happy that Cap was still alive, he also heard the sound of his shield hitting the ground, as well as the humming sound of the electric device that was attached to it. Knowing that Cap was now unharmed, the Man Without Fear knew he had to get the shield to Cap and keep him alive for the sake of the Troopers. And so, after using the billy club in his right hand to block an incoming slash attack from Bullseye, then responds by giving the assassin a stiff right-legged side kick to his sternum, causing Bullseye to stagger backward and fall on the ground. Afterwards, Daredevil points the billy-club to where he hears the humming sound, presses the built-in button on the club and fires a cable which hits and knocks off the device on Cap's shield.

Knowing that Cap's shield was now safe to touch, Daredevil retracts the cable back into his right billy-club, then points his left billy-blub at the circular weapon and shoots another cable, successfully ensnaring it. "CAP!" the Man Without Fear called out, looking in the direction of where he hears the Super Soldier's breathing. "Heads up!" As he retracts the cable towards him, Daredevil spins around and throws the shield towards Cap himself.

Cap hears Daredevil's voice, as well as the familiar whizzing sound of his shield being thrown, and thus turns, pops back up and holds up his open left hand and successfully catch it. Suddenly, the Sentinel of Liberty sees a Guardsman coming his way through the corner of his right eye, and thus takes him out by sliding the shield over his right arm and throws a right back-fist, ramming the shield into the Guardsman's faceplate.

As for Daredevil himself, he hears the sound of Bullseye running towards him to use one of his blades to stab him in the back. As such, he jumps up and flips backward over the assassin, thus avoiding the stabbing attempt. After landing on his feet, and right behind Bullseye, Daredevil goes to knock out his opponent and take him out of the fight.

However, thanks to his years of training prior to becoming an assassin, Bullseye could hear Daredevil approaching, and thus spins around and hopes up his right dagger, using the blade to block the hornhead's billy-club strike.

Meanwhile, the Iron Patriot soars through the sky to reach the Tri-Carrier, which catches the attention of nearby Guardsmen, thus causing them to fly alongside the armored president to protect him. The Patriot sees this, and thus decides to use it to his advantage when attacking the ship. "ATTACK THE CARRIER!" he barked. "DON'T LET IT ANYWHERE NEAR THE TRISKELION!"

Many of the heroes were angry at the sight of the armored tyrant who made everyone's lives miserable, but none more than Spidey, who clinches his fists and barely able to control his rage when he sees the man who not only stole his father's work, but also imprisoned his aunt as well as turn Harry, the Wall-Crawler's best friend, as well as his own son into a guinea pig. All in which made the angry Web-Head utter the Patriot's true name. "Osborn!"

Tony Stark, while clad in his Iron Man armor, but still having his faceplate up, confirms Spidey's observation, as well as share his disdain for the attacking President. "The one and only kid," said Tony as he lowers his faceplate, completing his Iron Man guise all so he can communicate with Thor outside. "Thor, why don't you give Osborn a warm presidential welcome."

Outside the Tri-Carrier, Thor hears this, old comrade via the com-link in his ear, and with a smirk on his face, charges his hammer. "Aye…" he said with enthusiasm, then jumps up and flies into the air, and with his electric charged hammer. "FOR MIDGARD!" With that battle cry, Thor points his hammer at the Patriot and shoots a lightning blast at him.

The Patriot is surprised when he sees this, but quickly holds his arms in front of him in an 'X' fashion, which in turn, activates a bubble shaped energy field around him which blocks Thor's lightning blast, but sends him down lower, almost to the ground.

Thor does his best to add more pressure to his blast, but is stopped when three Guardsmen shoot energy blasts at the Thunder God. Naturally, Thor is not so much harmed by this, but is stunned just enough to make him stop his attack on the Patriot.

The three Guardsman try their best to keep Thor pinned down, but are stopped when they receive energy blasts from three freed heroes named the blue and white clad Justice, the electric based Living Lightning, and the size changing original female member of the Ultimates, the Wasp!

Shortly afterwards, Thor recovers and takes to the sky, with the rest of the freed heroes following him, as they take the fight to the rest of the Guardsmen in the sky.

Back inside the bridge, Iron Man and the rest of the heroes inside all see Thor and the heroes taking on the airborne Guardsman, but later takes a glance at the small digital clock inside his armor, to see that the time is now 7:30, five minutes before the Ultimatum machine begins activation.

"We're running out of time," said Iron Man, then turns to Spidey, who by now has the Amulet of Watoomb around his neck. "How about it, kid? You ready to put that mystical bling of yours to good use?"

Spidey, with a smile behind his mask, looks at the Shell-head while holding up the amulet. "Ready and willing!"

After getting his confirmation from the young Wall-Crawler, Iron Man soon turns his attention to another freed agent, one that was a strikingly beautiful blonde woman. "All right, bridge is all yours, Miss…"

"Carter," replied the agent. "Agent Sharon Carter."

As for Spidey, he turns his attention to Firestar, Kitty, Logan and the rest of the heroes he fought alongside with for so long. "Well, I'm off to be the grand hero that this thing says I am," said Spidey, still holding the Amulet. "But whatever happens from here on in guys….thanks. For everything." At that point, Spidey turns his attention to Firestar so he can teller her how he really feels.

However, Firestar, feeling that he still wants to clarify his feelings to Kitty, as well as knowing there's little time to do such a thing, holds her hand to stop him from talking. "Just do your part to put an end to this war, Tiger, and we'll do the same."

Spidey wanted to interject, but before he could, he felt the metal hand of Iron Man's hand on his shoulder. "She's right kid, let's go."

With a reluctant sigh, Spidey gives Iron Man a nod, and then turns to Firestar and the others one final time. "Stay frosty guys," said the Web-Head, then looks at Firestar, the girl he knows as Mary-Jane Watson, the love of his life, one final time. "I'll be back." With that declaration, Spidey follows Iron Man to get the passage way that leads out of the bridge.

As for Firestar, she looked felt confused as to why Spidey spoke to her last, as oppose to his 'supposed' girlfriend Kitty Pryde. And even though it was small, there was a small part in her that hoped….that she was the girl that the Web-Head loved. However, such thoughts are interrupted when she, as well as everyone the bridge, felt the ship rattle as it began to take damage. This causes Sharon to presses a button on the captain's helm to make this announcement! "Attention all S.H.I.E.L.D. agents, battle stations, I repeat, battle stations!"

Elsewhere in the ship, many agents scramble to get inside small bots which holds control panels connected to large torrents built on the sides of the Tri-Carrier. Once they were secure, the agents soon take the controls, and begin opening fire on any Guardsmen that were firing at the ship.

Back on the bridge, Sharon soon turns to Firestar and the others heroes. "If any of you know how to fly, you might want to go out there and give Stark and the other heroes a helping hand."

This causes a smiling Johnny to step up, itching to fight the man who made him into a puppet and made him attack his own family. "I'm on it!"

Needless to say, this causes an overprotective Sue to stop her brother. "Johnny!"

"Sue, I can't just stand here and do nothing!" Johnny replied. "Besides, we're all in a position where we have to chip in here."

Normally, she would argue with her brother on how he was acting reckless, but today, as she looks in his eyes, she could see that of a man wanting to do his part in help freeing a nation from a tyrant, and thus made her even more proud of him. But, being the big sister, she still felt it in her heart and soul to look out for him. All in which made her say this. "I was about to say you're not going out there without me!"

Soon, the normally reserved Red also steps in. "Make that not without us!" said the stretchy scientist. "I also helped in designing the Tri-Carrier and there's a specially made Fantastic Car in the lower levels of the ship, ready for us to use in case we had to assist S.H.I.E.L.D."

This news causes a huge grin to appear on Ben's face. "Then what are we waitin' for?" asked the battle readied blue-eyed Thing as he pounds his fists together. "Let's get to cloberin'!"

The next hero to step up is that of Firestar, determined to help her childhood friend and love. "Count me in, too." She then turns to Kitty, and, swallowing her pride, tells the X-Girl this. "Don't worry Kitty; I'll make sure Peter comes back to you in one piece for you."

Kitty was surprised by this, while she didn't know how, she knew that Firestar had the wrong idea about her and Spidey, and seeing is how that the possibility of dying was still present she figured she might as well tell her right here and now. "Peter loves you, MJ."

When these words reached Firestar's ears, her eyes shoot wide open with shock, as well as caused her hear t to pound. "W-What?!" she asked, blushing. "But I saw you too kiss!"

"Well, I don't know how you saw that, but what you saw was me making the first move." Kitty replied, feeling slightly embarrassed but was feeling better as she continued to get this off her chest. "Look, I kissed him, but he pulled away and told me that he was in love with you. And given the fact that you showed yourself to be brave and caring, I can't say that I blame him."

Firestar slowly smiles after hearing Kitty's confession, and felt her heart beat faster than ever as she felt happiness consumed her being. _"He…he loves me!" _

However, Logan soon interrupts the happy moment with his usual gruff manner. "Hey, can we put the Saved by the Bell moment on hold for now and just concentrate on kicking Osborn's ass?!"

Logan's remark is enough to make Firestar snap back into reality and get her head back into the game. "Right, on my way!" she said with a serious tone, then levitates up in the air and speeds out of the bridge after Spidey. _"Hang on, Pete, I'm coming!" _

Back outside, as the Tri-Carrier's torrents fired at attacking Guardsman, and Thor was leading the airborne heroes to battle the rest of the Ultimates' forces in the air, both Iron Man and Spidey enter the platform and Iron Man himself powers on his jet boots and hovers in the air, and holds up his left hand. "Come on kid, let's go! And I hoping you don't get air sick."

"Hey, you don't have to worry about me," Spidey replied, speaking from his past times of using his webs to swing in the air, not to mention the fact that he wouldn't dare miss the opportunity to fly around with one of his favorite heroes. As such, he holds up his right hand and shoots a web-line, one in which Iron Man catches and pulls the Wall-Crawler towards him. Once Spidey got close enough, he stuck onto Iron Man's armor via his hands, then makes his way to his back, which allow Iron Man to power on his jet boots and soars over to the Triskelion with the Wall-Crawler in toe.

Now using both his hands and feet to stick to Iron Man's back, and feeling the rush from the speed produced by the Shell-Head's jet boots, an excited Spidey lets out this yell for all of the city to hear. "YYYEEEEEEEEEEHHHHHHHAAAAAAAWWWW!"

Elsewhere, the Iron Patriot was seen flying below and trying to get back up into the air, blasting any hero or Atlantian that got in his way. But as he looked up, he spots both Iron Man and Spidey speeding towards the Triskelion, and what disturbed him more, saw the Amulet of Watoomb around the Web-Head's neck, all in which spelled jeopardy for the Ultimatum machine and his plans! "Oh no, you don't!" he growled, then powered up his boots and sped up towards the two heroes.

Meanwhile, as Spidey used his feet to stay on Iron Man's back, he shoots web-balls into the faceplates of incoming Guardsman, but stops when he feels his spider-sense tingle. This of course causes him to look down, and gets the shock of a lifetime when he sees the Patriot coming their way. "Uh, Mr. Stark…!"

Iron Man had just shot a down a Guardsman via repulser blast when he hears Spidey call him. "Oh, don't tell me you're gonna barf now, because this is a six billion dollar…" The Shell-Head looked down, and sees the Patriot speeding towards him. "Oh, crap."

Without warning, the Patriot soon rammed his fists into Iron Man's chest plate, which in turn knocks Spidey off of the armored billionaire's back, causing the Web-Head to fall to the ground below.

As he felt, Spidey used his left hand to keep the Amulet to his chest, and desperately looked around for something to swing off of. As he looked to his right, he saw something which looked promising.

It was that of the Vulture, who by now had the upper hand on the Falcon by using the talons on his boots to grab the winged agent by his arms, then rams him back first into a billboard.

"_Well,"_ Spidey thought to himself. _"He doesn't have cool armor, and he's one of Osborn's flunkies, but I guess he'll have to do."_ The Web-Head then points his right hand at the unsuspecting Vulture, shoots a web-line, which makes a direct hit on the winged senior's chest, then makes his move by web-zipping over to him.

Naturally, the Vulture does not take kindly to this, and responds by waving his right wing over himself to snap the web-line, then throws it backward in order to shoot feather designed daggers at Spidey himself.

Luckily, Spidey spots this and acts by putting his left foot on one dagger, then puts his other foot on the next, and repeats the process with the rest of the daggers, using them as stepping stones towards the Vulture. Once he got close enough to the Vulture himself, Spidey makes his move by shooting a web-ball from out of his right wrist, which hits the winged Six member in his eyes, blinding him. Afterwards, the Web-Head jumps up off of the last dagger, flips over the blinded buzzard in a corkscrew motion and once he ends up behinds him, the Web-Slingers shoots two web-lines from both wrists, which end up hitting and sticking to the back of the Vulture's wings. He then zips forward plants both of his feet on the Vulture's back, and using the web-lines as reins, forces the blinded Six member to turn around and go in the direction of the Triskelion.

Meanwhile, as the Patriot hovers in the air, he looks straight ahead to see Spidey using the Vulture to continue his way to the Triskelion, and soon panics. "NNNNOOOO!" he screamed and without hesitation, aims both of his gauntlets at the Web-Head, and even the Vulture, and fires two repulser blasts.

Fortunately, these blasts are stopped when Iron Man recover, flew in front of the Patriot's blasts and stopped them by firing a large blast from the circular light from his chest plate which he dubbed the Uni-beam, which not only destroys the repulser blasts, but also hits the Patriot himself, sending him flying backward towards two Guardsmen. After dealing with the Patriot, the Shell-head turns and is relieved to see Spidey still in once piece, as well as impressed by his resourcefulness on how he 'commandeered' the Vulture. "Huh, not bad kiddo."

Moments later, an enraged Iron Patriot blasts the two Guardsman he crashed into away from him, then flies towards and tackles Iron Man while he wasn't looking.

Luckily though, Iron Man gets out of this by giving the Patriot three right legged knee strikes to his chestplate, and once he felt his grip loosen, he tossed the armored president over to the right side and onto a nearby rooftop.

The Patriot, on the other hand, proves that he is just as quick to recover as he manages to roll onto his back, and uses the mini boosters built into the back arm plates of his armor to pop back up. Afterwards, he powers up his repulser gauntlets and fires two blast at the airborne Iron Man.

Iron Man sees this, however, and he blocks this incoming attack by firing two repulser blasts of his own, thus engaging in a 'laser tug of war' against the Patriot. Sadly, however, this also makes him unable to safely escort Spidey over to the Triskelion, which forces him to use the intercom system in his helmet to call for assistance. "Attention all nearby heroes, this is Iron Man," said the Shell-Head. "Spider-man and I just got separated. Don't worry, he's fine, and even found a way to get to the Triskelion on his own, but I'm….kinda held up at the moment. So, I need someone to follow the kid and keep him out of harm's way."

Out of fall the heroes to hear this, it is Thor who responds, all the while using his hammer to strike at two attacking Guardsman. After effortlessly swatting one Guardsman away like a fly, the Thunder God looks around and finally spots Spidey riding on the Vulture's back, and was just as pleasantly surprised as Iron Man once he saw how well Spidey can handle himself. However, knowing that the Web-Head was the 'Ultimate Hero', he knew that he couldn't risk allowing the young man to go alone. "Aye Stark, I see him," said Thor. "Fear not, for I shall protect him!" With that said, Thor takes his hammer, twirls its, then thrust it towards the direction of the Wall-Crawler, speeding towards him.

Little did the heroes in the air know that back on the Tri-Carrier, another heroine was on her way to help Spidey. It was that of Firestar, who comes running on the platform, then jumps up and shoots into the sky like a bottle rocket. As she shoots fire blasts at any Guardsmen that were unfortunate enough to get in her way, she at last spots Spidey riding on top of the Vulture, and with as her guide, as well as the force strengthening her body, she speeds after her beloved Wall-Crawler.

As for Spidey himself, he could not help but feel both rush and nostalgia as he guided the Vulture towards the roof of the Triskelion, for it was this method that in which the Web-Head used on a fake Vulture in one of his earlier training exercises. A move in which at this point he was glad he remembered. "Well, never thought I'd find myself in this position again…not that I'm complaining."

"Again?!" asked a blinded and bewildered Vulture. "What are you blabbering about?!"

"Uh, forget it!" replied a slightly embarrassed Spidey, and tries to mask it by being more forceful. "Just keep going where I tell you!" With a tight grip on his web-reins, the Wall-Crawler continued to steer the Vulture towards the Triskelion, determined to end this war and stop Osborn's god forsaken reign as president once and for all!


	56. Chapter 56

**NEW YORK**

The two armored powerhouses of both fighting factions, Iron Man and the Iron Patriot, still find themselves deal locked 'duel of wills' as they fire their respected repulser blasts at one another.

But as he dealt with Iron Man, the Patriot knew that Spidey was the real problem, and as he watched the Wall-Crawler use the Vulture to fly over to the Triskelion, he has no choice but to activate the intercom system in his helmet. "Attention all nearby Ultimates or Guardsmen," said the Patriot, as he turned his attention back to Iron Man and pressed on with his blast. "The criminal known as Spider-man is approaching the Triskelion. Lethal force against him is now authorized! Stop him at any cost!"

One of the Ultimates who heard the Patriot's transmission is that of Thunderstrike, who by this time is firing an electric blast from out of his mace at Cloak, who by then disappears to avoid it. Moments later, Cloak appears behind Thunderstrike and attacks him by opening his cloak and allows solid tendrils of darkness to shoot out and attack the Ultimate.

However, without even look, Thunderstrike hears one of the tendrils approaching him, and wielding his mace in his right hand, throws a back and swats the tendril before it could touch him. Thunderstrike later spins around, he charges his mace to deflect and incoming tendril, then shoots a lightning blast, hitting Cloak and sending him flying into a water tower. After dealing with Cloak, Thunderstike spots Spidey riding the Vulture, and uses his com-link to answer the president. "Sir, what about the Vulture? If we attack, he'll be in the line of fire!"

The Patriot, while pushing back Iron Man repulser blast by firing his own, gives Thunderstrike this cold reply. "What part of 'stop him at any cost' don't you understand?"

In another battle, Moonstone is seen using her aerial agility to skillfully dodge Dagger's energy based knives, then moves in by charging her right fist, than nails the heavily white wearing blonde a super charged right hook, sending Dagger falling and crashing into two Atlantians. "Sounds good enough for me!" said the blonde Ultimate, who then spots Spidey riding the Vulture and speeds towards him.

Meanwhile, as Spidey was forcing to fly towards the Triskelion, his eyes grow wide when he sees Thunderstrike and Moonstone coming towards him at full force. As such, he was ready to move Vulture in a way to avoid the two Ultimates, he receives another shock in the form of both Firestar and Thor.

While the Web-Head was excited to see Thor take on Thunderstrike by colliding his hammer with the Ultimate's mace, but as he looks to his right, he soon grows frightened when he sees Firestar shooting a fire blasts at Moonstone, who blocks it by charging up her arms and holding her arms in front of her. "MJ!" yelled the concerned Wall-Crawler as he passes right by her.

"Don't worry about us, Pete!" Firestar called out while still pressing her fire blasts at Moonstone. "Just keep going!"

Thor uses his hammer to push Thunderstike's mace away, also so he can deliver a left legged front kick to the Ultimate's chest, creating space between the two. "She speaks the truth, Man of Spiders!" said Thor, not keeping his eyes of Thunderstrike. "Fulfill your destiny and bring this madness to an end!"

Spidey wanted to jump off of the Vulture and help both the brave Thunder God and the girl of his dreams, but he also knew that the lives of everyone on Earth were at stake. Something in which made the young Wall-Crawler grunt in frustration.

The blinded Vulture heard Spidey's angst filled grunt and chuckled. "So heartbreaking to see people die for you isn't it boy?"

The Web-Head responds by angrily pulling back on Vulture's wings to steer him to the left, causing the villain to yell in pain. "Shut up and keep going!" he told the old buzzard and still feeling the heartache of not being help Firestar and Thor, continued on his way to the Triskelion.

Meanwhile, back on the Tri-Carrier, the heroes seemed to be doing well as far as protecting the vessel from Guardsmen but some were falling from enemy fire.

However, things look promising when the Tri-Carrier suddenly shoots out two things. One was that of a fiery red streak, and the other being what looks like a small aircraft.

It is then revealed that the red streak is revealed to be the now fiery Human Torch, who takes down one Guardsman after another by throwing fire balls.

And the aircraft is that of the new Fantastic Car, with Reed, Sue and Ben piloting it. And they attack with Sue generating a large force field which protects them from enemy fire, but leaves opening for the small lasers built in bottom of the 'wings', which were actually Reed and Ben's station, and they used to fire at the Guardsmen.

Back in the Tri-Carrier, Sharon Carter observes the battle outside through the large screen on the bridge, while maintains her hard battle tested reserve.

However, as the S.H.I.E.L.D. agent watched the battle, it was Kitty who got her attention by lightly tapping her on the shoulder. "Excuse, Agent Carter," she said politely but concerned. "Is there a teleporter, some spare jet packs, or anything we can use to get me, Logan and Hank down to the Triskelion?"

Sharon seemed a little taken aback on seeing how Kitty approached her, sounding professional for somebody so young. But nonetheless, decides to answer. "Yes…there's a teleporter on the west wing of the ship." The agent later looks straight ahead at Logan, who by this time was watching his fellow X-Men take on Cyclops' team. "I take it you want to help you teammates?"

A worried Logan gives Sharon this reply as he stared at the screen and sees Storm fires two lightning blasts to deflect the blasts attacks from both Electro and Cyclops. "You guessed right, Darlin'."

**TRISKELION**

Back on the ground level, things getting just as intense as the battle in the sky. But in the case of Storm, it was almost too intense. For she finders her getting more and more exhausted as she shoots her blasts to defend herself against the combined blasts from Cyclops and Electro, who slowly approach her as she got weaker.

In another fight, Nightcrawler is seen block two punches from Toad, but looks through the corner of his eye to see Storm in trouble. Unfortunately, this leaves the German X-Man open for Toad, who gives him a left legged front kick, then jumps up and uses his right leg to give him a round kick to the side of his head, causing the elfish hero to spin in the air in a corkscrew motion, and land hard on the ground.

As he laid there in his back and in a daze, Nightcrawler shook the cobwebs out long enough to see Toad jumping up high above him and going to plant both his feet into his head, and with the intent of crushing his skull.

Knowing that he must act fast, Nightcrawler quickly teleports, causing Toad to stomp the ground instead. After escaping certain death, Nightcrawler reappears about four feet away from Electro…something in which he had planned.

As for frustrated Toad, he looks around for Nightcrawler, and upon spotting him, stares at him irritably. "Can't you come up with anything besides that disappearing act?!" he yelled, then makes his move by jumping towards Nightcrawler with the intent of tackling him to the ground.

However, this was something in which Nightcrawler was counting on. Which he proves by jumping back and stands on his hands, then kicks his feet upward and hits Toad's chest. Afterwards, the German X-Man uses his legs to kick Toad over him and throws him overhead and right into Electro, which knocks down the electric villain to the ground and electrocutes the amphibious mutant in the process.

This immediately stuns, as well as distracts Cyclops long enough to make him stop firing his optic blast and allows Storm the opportunity to push forward with her electric blasts, hitting her former teammate in the chest sending him flying in the air and crashing into two Guardsmen.

As for Nightcrawler, he watches a semi-conscious Toad roll off of the outcold Electro and says this. "Vell, zere's zat. How did you like it?" Suddenly, the German X-Man notices a Guardsman coming his way, and teleports once again to avoid a laser blast.

Meanwhile, in another fight, Nick Fury finds himself blocking and trading knife slashes with Domino.

Also fighting tooth and nail were that of the Dazzler and Emma Frost, where Emma firing a psi-blast from out of her forehead, only for Dazzler to skillfully dodge it and responds by firing a light blast from out of her hands, aiming for the aptly named White Queen herself.

Sadly, Emma sees this and thus concentrates and turns her entire body into organic diamond, causing the light blast to do nothing to her once it hits her. Afterwards, a sneering Emma runs up and tries to use her now diamond laced fist and throws a right hook, with the intent of literally knocking her block off.

Luckily, Dazzler sees this and ducks underneath it, and as she concentrates her will power into hands create light made mitts and gives the diamond skinned Emma a right left uppercut, followed by a right hook. Both punches succeeded in stunning Emma, but unfortunately, did not knock her off of her feet, which causes her to continue to her attack.

Meanwhile, Nick is up against the ropes herself as he uses his knife to block the slashes made by Domino, and thus decides to make his move by thrusting his knife forward, aiming for her the 'black-eyed' mutant's throat.

However, Domino leans sideways to the right to avoid it and allows Nick to pass her right by, but in the process, puts her knife in her left hand and slashes underneath the veteran agent's right arm and cuts his side, creating a large cut in his causes, causing him to grunt in pain. To make matters worse, Nick begins to stumble forward and eventually trips over his feet.

For an experienced soldier like Nick, something like this was not only inexcusable, but was also flat out bad luck.

Which was just as well, because for the likes of the smiling Domino, luck just so happen to be her forte.

In the midst of the chaos, two Avengers Troopers see Nick on the ground and Domino slowly walking towards him, and thus decides to intervene by pointing their laser rifles at her. One of the Troopers tries to open fire first, which only results in click, meaning that his laser ran out of juice and is now useless.

And for Domino, hearing that noise alerted her, prompting her to turn and see the Troopers.

Knowing that they've been seen, the other Trooper points his laser and manages to successfully fire a shot.

Unfortunately for them, Domino avoids this by ducking and rolling forward towards the Trooper. Upon getting back up on her feet, she uses her speed and quickness to end up behind the Trooper, then takes hold of his rifle while he was still holding it and makes him shoot his fellow Trooper in the exposed area in his throat. Afterwards, she uses her right hand to wrap around the remaining Trooper's head snaps his neck, killing instantly. Domino then releases he hold and allows the now dead Trooper to slide to the ground, but not before she takes his rifle and cocks it, making it ready to fire.

As for Nick, he starts to get back up on his feet, only to be stopped when he feels what felt like a hot poker plunging itself behind his right knee, and pierces itself through his knee cap, sending him back down to the ground.

This, of course, was the result of Domino firing the Trooper's laser rifle and shooting Nick in the back of leg. Now in control, Domino walks toward the down and now crawling Nick, aiming the rifle at his head. "Gotta hand it to you, Fury, you've got spirit. But it looks like your luck just ran out."

Despite being in immense pain, the wounded Nick still chuckles at Domino's words. "Lady…" said the veteran agent, then rolled on his back to reveal a grenade on his right hand and the pin he just pulled from it on the other. "I believe in making my own luck."

Needless to say, seeing this caused Domino to change her aim to the grenade, but before her finger could even touch the trigger…

KA-BOOOOOMMMM!

The blast from the grenade was enough put a hole in the ground, and when the smoke cleared, nothing was left, except for a partially destroyed rifle…and a burnt eyepatch.

The explosion, as well as Nick's sacrifice, was seen by people nearby. Especially that of Dazzler, who had just leaned back to avoid a left hook from the diamond form of Emma Frost and saw the explosion by glancing over her shoulder, causing the light producing mutant to look on in shock.

Unfortunately, this also leaves Dazzler open for Emma to attack, which she does so by momentarily changing human again, then movies in by putting her hands owner head, thus creates a yellow energy ball from her forehead, then turns it into a blast, which hits Dazzler's forehead.

Dazzler struggled as hard as she could to break free, but she later found out that it was no use. For within seconds, she felt her memories vanish and her entire mind go black and her eyes to go pale and her body to go limp. Though she was still alive, she was now mindless.

After wiping Dazzler's mind, Emma looks at the now mindless female X-Man in a condescending expression. "How pathetic." She then turns her hands into diamond, and then…

SNAP!

The White Queen turns Dazzler's head to the right and breaks her neck, then releases her head and allows the now lifeless heroine to drop to the ground.

Elsewhere in the battle, as Nightcrawler is seen giving a jump kick to one Guardsman, but as he lands on his feet, he takes a glance and is shocked to see the Dazzler lying dead at Emma's feet, which causes his heart to shatter. "No…" he said quietly with sadness and when he looks up to see Emma, his sorrow turns to rage. "NOOOOOO!" With his target now in his sights, Nightcrawler teleports, then reappears in front of Emma and throws a left legged round kick, with the intent of kicking her head off of her shoulders.

Unfortunately for the German born mutant, Emma was just as fast to react and thus reverts back to her diamond form, where upon getting kicked in the head, not only does it harm her, but Nightcrawler ends up breaking the bones in his foot, which results in yelling in pain and falling to the ground. However, not wanting to give up, Nightcrawler ties to stand up despite the pain.

But even after the German born X-Man stands up on one foot via his tail, a diamond hard Emma knocks him back down by giving him a left backhand to the face, sending the now one footed mutant back to the ground and out cold.

The now victorious, as well as unimpressed, Emma looks down at the unconscious Nightcrawler, disgusted in how easy he was to defeat. "Well, I can see why Scott wanted to rid himself of you and your friends." The White Queen calmly, if not arrogantly, walks over to the fallen X-Man and stands over to the fallen X-Man stand s over his head. "Might as well kill you in a way that befits an insect like you."

From then on, Emma raises her right foot upward and was just about to crush Nightcrawler's skull.

But before she could, the White Queen is stopped when the red-headed super-spy, the Black Widow, comes out of nowhere and gives the diamond covered mutant a right legged flying kick to her chest, causing her to reel away from the out-cold Nightcrawler.

While in a kneeling position, Widow presses tiny small built=in buttons insider her gloves, which causes the metal sheets to pop out of her bracelets and cover her hands creating metal mitts. Now equipped, the Widow charges forward and uses her metal laced hands to attack the still diamond covered Emma. First using her right mitt to deliver a right hook, which was so hard, it actually chipped a part of Emma's cheek, then uses her left mitt to deliver a middle punch to the White Queen's abdomen, followed by a right uppercut.

However, despite taking three punishing blows, the diamond consumed Emma is still on her feet, something in which makes Emma sneer and the superspy. "Well, that was quite annoying."

In response, Widow retracts her metal sheets back into her bracelets, then uses her right index finger to point down at Emma's abdomen. "Oh, it gets worse."

A confused Emma soon looks down and quickly sees what the Widow was referring to. For as she threw the middle punch, she secretly planted a plastic explosive onto Emma's stomach. "Oh, bloody hell." Were the last words of Emma Frost before…

BOOOM!

The bomb on the White Queen's stomach explodes, causing millions of diamond shards to fly everywhere.

After dealing with Emma, Widow bends over to help tend to the wounded Nightcrawler. Sadly, before she could even reach him,, she stops when she hears an animalistic roar coming her way, forcing her to turn around and see what was making it.

Sure enough, she sees that it was coming from the savage mutant, Sabretooth, who knocks down two Troopers and runs towards the Widow at great speeds.

All in which Widow herself to say this quietly. "Oh, great."


	57. Chapter 57

**TRISKELION**

Though the Black Widow found herself in dangerous situations many times before, she now finds herself in somewhat of a perilous position, having to stay close to Nightcrawler while having the ferocious Sabretooth running towards her, and what's worse, not in a position where she could respond in time.

However, just as Sabretooth was about to 'strike his pray', both Widow and Nightcrawler receive help in the form of Kitty Pryde, who teleports right in between them. Upon getting a good shock out of seeing Sabretooth coming towards them, the X-Girl grabs both of Widow and Nightcrawler and thus uses her gift of phasing to turn all three of them intangible, causing Sabretooth to right through them.

Though Sabretooth was shocked by this development, he nonetheless recovers by rolling forward and getting into a kneeling position. As such, the savage mutant turns and was just about to try and attack again. Unfortunately for the savage mutant, before he could even make his move, Sabretooth receives another shock when both Logan and Beast also teleport to the scene and Logan himself comes running in and plunges his claws into Sabretooth's massive chest, tackling him to the ground.

Meanwhile, Widow stepped back to allow Beast and Kitty to tend to the wounded Nightcrawler. Beast looks up and down his blue skinned teammate and sees that his right foot has since swollen severely, due to the failed kick at Emma Frost from earlier. "Kurt requires medical attention," said the furry X-Man, then pulls out of his communicator. "We must get him to the Tri-Carrier quickly."

Kitty takes a glance at Nightcrawler's foot and quickly nods with Beast in agreement. However, as Beast was just about to radio the agents in the Tri-Carrier, Kitty notices something through the corner of her eye that almost causes her to freeze in fright.

Turns out, it was that of a flaming dragon construct, one that was being produced and controlled by the mutant Pyro via his flame throw. With Kitty and the others in his sights, the Australian mutant concentrates and commands the dragon construct to breath fire at the three X-Men.

Luckily for Kitty and the others, they are soon saved by that of iceman, who slides right in front of them, holds up his hands and shoots a large cryo-blast, which successfully blocks the dragon's fire breath.

Needless to say, the sight of her icy teammate saving her and her friends was enough to make an ecstatic Kitty smile. "Bobby!" she exclaimed gleefully.

As for Iceman, he finds himself struggling to hold his ground in holding back the dragon's attack, being that fire was obviously his weak point. "Yep, I'm here..." he replied with strain in his voice, and even beads of water flowing down from his face as if he was melting. "But if you guys are gonna get Kurt out of here, now would be a good time to do it! Don't think I can keep this up forever!"

Hearing the strained words from Iceman caused the Black Widow to act and she set her sights on Pyro, who seemed to be more focused on taking down Iceman. "You won't have to," she told the frosty X-Man, then takes aim with her right bracelet and fires a small dart, which ends up hitting an unprotected spot on Pyro's neck causing the mutant to inadvertently make his dragon construct to disappear and falls to the ground unconscious.

Afterwards, Iceman stops firing his ice blasts and lets out a sigh of relief.

As for Beast, while he was glad that Pyro was taken care of, Nightcrawler still needed to be helped, and thus talked on his communicator. "Tri-Carrier, this is Dr. McCoy, I have an injured man that must be brought to sick bay immediately."

Kitty was using two pieces of broken armor from Guardsmen to split Nightcrawler's foot, but as she did this, she felt conflicted. On one hand, she wanted to continue to aid her fellow X-Man that laid wounded before her, but on the other, she didn't want to leave the Troopers who were still fighting, suffering and dying. More importantly, she did not want to leave the exhausted Iceman, especially given the fact that her feelings towards him have now changed into something more and didn't want to him die before she could even get the chance to tell him and find out if he feels the same way.

As Iceman fired more ice cycils at incoming Guardsmen coming their way, he noticed Kitty looking at him through the corner of his eye, and thus tries to appear more heroic in front of her to hopefully impress her.

Finally, Beast puts his communicator away and holds Nightcrawler close. "Kitty, I need your help in getting Kurt into sick bay."

Kitty turns to Beast upon hearing him talk to her and despite not wanting to leave Iceman and the others, she knew that Nightcrawler needed help and fast. As such, she gave Beast a reluctant nod and thus kept the German-born mutant's foot splinted by not before turning to Iceman and giving him a small smile. "Stay frosty, Bobby Drake."

Iceman turns to Kitty while shooting another ice cycle and hitting an attacking Guardsman, returning her smile. "Don't I always?"

Kitty couldn't help but laugh after hearing Iceman's reply, but in a way that shows she admires and was attracted to his courage. A split second later, Kitty, Best and the fallen Nightcrawler all vanish out of sight and out of the battle.

Once they left, both Iceman and the Widow stood back to back as they continued to fire their respected projectiles at more Guardsman that were coming their way.

Meanwhile, back in the sky, Spidey , still steering the struggling Vulture was no close to the roof of the Triskelion, and more importantly, the Ultimatum machine.

In another fight, both Iron Man and Iron Patriot were still engaged in a 'battle of wills' at they fire their repulser at each wither with their blasts colliding and each pushing their blast forward to overpower the other. As the Patriot continued to push his blast forward, he catches a glimpse of Spidey and the Vulture nearing the Triskelion, and worse, both Thunderstrike and Moonstone, the two Ultimates who were supposed to stop the Web-Head, were intercepted by and fighting against Thor and Firestar.

It was a sight that irritated the Patriot, and after letting out a grunt, he mentally commands a small rocket launcher-like device to come out of his right shoulder plate and fires a missile.

However, Iron Man sees this and simply leans his head to the left side to avoid it. "Yeah, looks like you're going to have to do better than that, Norman."

While still pushing forward with his repulser blast, the Patriot gives Iron Man this cold reply. "I did."

Suddenly, even after missing Iron Man, the missile somehow circles around, files straight towards and hits the Shell-Head in the back. After taking such an underhanded attack, Iron Man inadvertently stops firing his repulser blast and takes the Patriot's blast straight to his face-plate, sending the armored billionaire flying and crashing into a nearby roof.

After dealing with Iron Man, the Patriot turns his attention to Spidey, who by now is getting close to the Triskleion. "It's just like the old saying," he said to himself irritably. "If you want someone killed right, you have to do it yourself!" With that said, the Patriot powers up his jet boots and zooms into the sky after Spidey. "Computer," he said to his personal A.I. "Divert all power to jet boots."

"YES, MISTER PRESDEINT," replied the female voice of the computer, and with seconds, the exhaust in the armored president's boots are increased ad he zooms towards the Web-Head and the Vulture like a rocket, passing right by the still battling Firestar and Moonstone.

Seeing the armored president speeding towards Spidey did not sit well for Firestar and her first instinct was to fly after the Patriot and stop him before he could reach the Web-Head. Unfortunately, however, this leaves her open for Moonstone, who gives the young red-head a fierce right hook.

"We should always pay attention, princess!" said a confident and sarcastic Moonstone, then continues her assault on the dazed Firestar.

Meanwhile, both Spidey and Vulture are now just inches away from the Triskelion, and the Web-Head couldn't be happier, for he, just like everyone else in the Avengers, was ready to put this godforsaken war to an end. However, his happiness is short lived when he feels his spider-sense tingle, thus prompting the Wall-Crawler to look over his left shoulder and is shocked to see the Patriot speeding towards him. "Oh no!" Knowing that he had to act fast, Spidey quickly jumps up off of the Vulture's back, causing the incoming Patriot to tackle his own winged comrade instead and both end up crashing onto the Triskelion's roof instead. As for Spidey, he manages to save himself by pointing his right hand downward, shoots a web-line and zips over to the roof, landing safely on all fours. Upon standing back up, he looks straight ahead and sees the dreaded and feared Ultimatum machine, and what was worse, the timer now read 7:32, which meant it was nearing activation.

Also getting back up on his feet was that of the Patriot, who picks himself up off of the now broken and bloodied Vulture.

"Osborn…" The pain-filled Vulture croaked. "What in the hell do you think you're…?"

Before the wounded Vulture could even finish his question, the Patriot points his open hand at the winged Six member's face without even looking at him and fires a repulser blast, literally blowing the Vulture's head off and killing him in cold blood.

Once disposing of his elderly comrade, the Patriot holds both of his palms up and fires two more repulser blasts at the young Web-Head.

Fortunately, thanks to his spider-sense, Spidey looks straight ahead to see the blasts coming his way and jumps up in the air, avoiding the attack. While in the air, the Wall-Crawler points his left hand at the Patriot and shoots a web-line which hits the armor President's chestplate and zips towards him. Halfway there, Spidey clinches his right fist so tightly, webbing wraps around it and makes a web-mitt, and upon sticking to the Patriot's chestplate, gives his armored attacker a hard right hook, denting his faceplate. While his blow was strong enough to make the Patriot wobble, Spidey does not stop there, for he wanted to punish the Patriot for what he put him, the people in the .U.S. and Harry through! As such, he takes his webbed up fist and delivers a hard backhand, one that was so powerful, it knocks off the Patriot's faceplate, revealing the face of the tyrannical and mad President, Norman Osborn.

Just as Spidey throws another right hook, the unmasked Norman manages to use his right hand to catch the Web-Head's webbed up fist, then uses his left hand to grab the young hero's head.

Now knowing that he's in trouble, as well as hearing and feeling Norman's gauntlet charging up for another repulser blast and blow his head clean off, Spidey acts fast by taking his left foot and kicking Norman in the face, using him as a boost to flip backward. As he did this, however, the mad president still kept a good grip on Spidey's mask. Thus when the Web-Head flipped backward, his mask was pulled off and upon landing gracefully on his feet, he shows the face of the young teen, Peter Parker! As Peter used his right hand to touch his face, and realized that his mask was off, he looked straight ahead to see Norman, with his nose now bleeding from the kick, throwing the young man's mask to the roof floor. Upon seeing the true face of the man who put him, his friends, his family, as well as the American people through hell, and not to mention was about to use a machine to literally bring hell onto the entire world, an angry Peter could only bitterly say this to the enemy standing before him. "Osborn."

Norman hears Peter's hiss his name, thus prompting him to look straight ahead at the now maskless young. And after using his right thumb to wipe the blood from his nose, a scowling Norman gives this reply. "Parker."


	58. Chapter 58

**TRISKELION**

For Peter Parker, this was it. This was the moment he had been training so hard for. He now finds himself in front of both the Ultimatum Machine, which housed the Eye of Dormammu, the object in which he was destined to destroy with the Amulet around his neck. And was also face to face with the armored Norman Osborn, the man he once looked up to and admired, but now hates him with every fiber of his being because of how he used his power to hurt millions of innocent people, even his own son.

As for Osborn himself, he could only smirk at the young man. Feeling a bit baffled, but also impressed on how a fifteen year-old child managed to get past an army of super-powered beings to get to this point. "Well, I must admit, Peter," said Norman. "I'm a bit surprised you made it this far. But then again, you've always been full of surprises haven't you? Just like your father."

Normally, Peter would have a witty retort for every opponent who spoke to him, but not this time. Not with Norman, especially after hearing the man mention his late father, after hearing what he did to his father's work after he died. With his right fist still webbed up, and clinching his left fist tightly, so much so that the sound of popping knuckles can be heard, the seething Peter had only this to say to the mad president who stands before him. "This ends now! All of it!"

Norman's smirk soon disappears after hearing Peter's angry reply. "How right you are!" he replied coldly, then holds up both of his gauntlets and fires two repulser blasts at the teen.

Peter sees this and quickly jumps up and flips over the blasts in a corkscrew motion. Upon landing on his feet, he attempts to counter attack by holding up and pointing his left hand in a web-shooting fashion and shoots a web-line, with the intent of web-zipping over to Norman and knocking him out with his webbed-up right fist.

However, Norman is just as just as quick as he responds by using his left hand to catch the web-line and pulls Peter towards him. The armored president then sees Peter winding his webbed-up fist back while he was coming towards him, and not wanting give him the chance to land the blow, Norman raises his right fist over his left shoulder, and once Peter was close enough, nailed him with a back-fist to the young man's left eye, sending him flying to the ride side and nearly over the ledge.

Now with a swollen black eye, as well an aching head, Peter still wills himself to get back up, for he already came this far to end this war and save the planet, and for the sake of his friends family and the rest of the people of Earth, he will not lay down to a madman like Norman.

As for Norman himself, he merely holds up and points his open right palm and takes aim at the back of Peter's head, ready to fire another blast and take the young man out of the fight…and out of the world of the living.

Fortunately for Peter though, this action from Norman causes his spider-sense to tingle, and despite that it further pained his already throbbing head, this nevertheless makes him roll to his left side, and once he was on his back, he pointed his left hand and Norman's exposed face and shoots a small web-ball.

Sadly, however, Norman spots this and leans backward to the right side and thanks to his armor, narrowly dodges the web-ball before it could even hit his face.

Though he missed, Peter still chose to attack by tightening up his left fist to make another web-mitt, then pops back up on his feet, charges towards Norman and throws a web-enhanced left hook.

Unfortunately for the brave teen, Norman sees him coming through the corner of his right eye as he was leaning back, and as he stood up straight and uses his left hand to catch the teen's mitted up left fist, stopping the attack. He lather spots Peter throwing a right hook, and thus takes his free hand to catch that punch as well. Now holding both of Peter's mitted fists, Norman not only begins to crust them, but also slowly activates his repulser gauntlets, to which not only dissolves the webbing, but also begins to burns Peter's flesh on his hands while he cruses them, causing him to scream in pain. As he tortured the teen, Norman had somewhat of a disappointed expression on his face, as if he expected better offense from his squirming opponent. "How pathetically predicable."

Despite being in incredible agony, Peter still refused to give up. As he showed by leaning back and delivering a massive head-butt to the president's exposed face, forcing him to let go of his hands. Now free, but having a bigger migraine than before, Peter still shook of the pain and holds up both of his severely burnt hands forward, then shoots two web-lines which passed both of the disoriented Norman's sides and end up hitting the Ultimatum machine itself. Afterwards, the teen makes his move by zipping towards the dazed president, and once he got close enough, flipped forward and planted both of his feet into Norman's chest pate, knocking him down to the roof floor. As he sat on a crouching position on his fallen opponent's chest plate, Peter looks down at the bloody nosed Norman to ask him this question. "Didn't see that coming, did you?"

As expected, Norman did not take kindly to having h being talked down to, not to mention having his nose broken, as such he uses what was left of his helmet to mentally activate the uni-beam star on his chest plate to blast Peter off of him. Unfortunately for the down president, he was surprised to see that nothing happened, leading him to deduce that Peter must have damaged it in that last attack. Now desperate, Norman quickly brings up his right hand to try and fire a repulser blast with the intent of blasting Peter's head right off of his shoulders.

Luckily, Peter spots this and despite the pain, he uses his right hand to catch Norman's gauntlet before he could fire the blast. Then, thanks to his spider-strength, he pulls the gauntlet off of Norman's hand, then uses his right foot to pin his opponent's arm down to the roof floor, then uses his left hand to shoot webbing over Norman's hand, keeping it bound to the floor.

Not wanting to risk Norman to attack again, Peter takes both of his hands to remove the president's other gauntlet, then takes his right hand to shoot more webbing, binding Norman's left hand to the roof floor and leaving him seemingly helpless.

After dealing with Norman, Peter looks up and sees that the clock on the Ultimatum Machine now read 7:33, which signified to the young man that the Ultimatum machine was just about to activate. To make matters worse, he looks up and sees that the protective dome around the city was beginning to flicker both instances telling Peter that time was running out. Henceforth, he takes a moment to look down at Norman one final time. "I'll deal with you after I put this craziness to an end." With that said, Peter jumps off of the bound Norman's chest and makes his way to the machine itself.

Now knowing that his plans were in jeopardy, a desperate Norman tries to break free from his web-made bonds, but to no avail. So much so, he realized that he had only one recourse left. "Computer…" Norman said to the intercom system through was left of his helmet. "Initiate Operation: Greene."

"AFFIRMATIVE," replied the female voice of the armor's A.I., and suddenly, Norman could feel something surge and burn itself into his chest like lava, and thus causes his muscles to expand, which in turn breaks his armor into pieces, revealing that he was black trunks and a metal harness around his chest which housed a green liquid, which was pouring into his chest.

Peter himself stops when he hears Norman's pain filled scream turn into a deep animalistic roar. And as he turns around to see what was going on, his one healthy eye grows wide with shock when he sees Norman getting up on his feet and growing considerably larger. But what surprised the young man more was when he saw the green liquid that was being poured into Norman's chest. "What the…?"

"Oh yes…" bellowed the overly muscular Norman, whose nose was now fully healed, but his eyes now glowing bright yellow. "Just one of the many wonders of OZ!"

"OZ?!" exclaimed Peter in a mixture of shock and horror. "You freaking lunatic! There's a reason why my father wanted that stuff destroyed!"

Hearing Peter response caused Norman to raise an intrigued eyebrow. "Oh, so you know?" Suddenly, Norman feels the muscles in his upper body grow large, which caused the harness to be inches away from breaking. "How ironic…how I'm now going to use your father's creation to send you to meet him!" Suddenly, Norman grows so large, the harness soon breaks apart and he grows to be bigger than a rhino. On top of that, his skin turns bright green, and not only does his hair fall off of his head, grows pointy ears and his turns almost demonic. And at that moment, what was once President Norman Osborn was now gone, and this giant Green Goblin had taken his place. And with a loud roar, the Goblin bursts into red flame and charges towards Peter, pulls his fist back and tries to pummel his young enemy through the roof floor.

Peter, however, manages to jump out of the way just in time, allowing the Goblin to plow his entire right fist through the roof instead. As he landed, Peter was now both scared and frustrated. _"Just great! Not only do I not much time to stop the machine, but now I have to deal with a psychotic president who used my dead father's serum to make himself into even more of a monster than he already was!" _

Meanwhile, back in the skies, things were getting just as intense for the flying forces of both the Avengers and Ultimates. More so with Firestar, as she continues to shoot fire blasts after fire blasts at Moonstone, who evades the attacks with grace and ease.

After flying low to avoid another fire blast, Moonstone flies underneath, then ends up behind Firestar, putting her a headlock.

As Firestar tried desperately to get free from Moonstone's hold, she catches a brief glance at the Triskelion rooftop, and sees Peter, battered and wounded, jumping around to avoid fireballs being thrown from the large Goblin that was once President Osborn.

Though she was confused by the Goblin's sudden appearance, she knew that Peter was in danger and knew that she had to help him. Something that felt easier said than done she feels the strong grip of Moonstone get tighter.

As for Moonstone, she took great glee in choking out of the life out of the fiery redhead for being such an annoyance. "You should've…stuck to your books and movies about sparkly vampires, princess!" she told the chocking Firestar and was just about to snap her neck.

Hearing Moonstone's insult has Firestar literally seeing red and at that moment, she concentrates and explodes in a burst of fire, propelling Moonstone off of her, and in the process, turns herself into a fiery like being, almost as if she were the female version of the Human Torch.

Though her suit protected her from the flames, Moonstone was still stunned by the shockwave created by the blast. Before could even recover, the flaming Firestar files in and gives the Ultimate a mean right hook, one that was so strong, it sent her flying and crashing through the window of a nearby business building. After dealing with Moonstone, Firestar turns and zooms over to the Triskelion like a shooting star, rushing to Peter's aid.

Meanwhile, in another aerial bout, Thor is seen swinging his hammer to try and hit Thunderstrike, who manages to move around to dodge strike after strike.

Finally, after ducking underneath Mjolnir once again, Thunderstrike pops up, sees the Thunder God throwing another hammer strike in a back-hand motion, and thus holds up his mace to block. Afterwards, Thunderstrike makes his move by taking his left leg and delivers a hard front kick to Thor's chest, sending him backward and creating distance between the two.

Thor manages to stop himself just in time, but before he can attack his Ultimate imitator, tow Guardsmen come out of nowhere and grab both of his arms, restraining the Thunder God and holding him in place.

With a sinister smile on his face, Thunderstrike raises his mace above his head, and proceeds to gather and channel electricity into it, charging it up for a lightening attack and blast Thor out of the sky. But before he could, however, he is taken by surprise when the hero known as Justice flies in and projects a pinkish colored psychic blast from out of his forehead and hits Thunderstrike in his right side, stunning him.

This interference allow Thor to bring his arms in, which in turn, bashes the two Guardsmen into one another, causing them both to fall out of the sky.

As for Thunderstrike, he flies to the left side to avoid another psychic blast from Justice, then charges his mace with electricity and fires an electric blast, hitting the hero and sending him flying and crashing through a water tower and onto a nearby roof. Afterwards, the Ultimate turns his attention back to Thor, and wanting to prove his superiority to the Thunder God, charges up his mace and fires another lightening blast at him!

Thor, on the other hand, shows to be full of surprises himself. Meaning that he merely holds up his hammer right in front of his body and allows Thunderstike's blast to hit it, and strangely absorbs it.

Needless to say, this comes as a shock to the wide-eyed Thunderstrike. "What?! But Mordo said that that spell he cast on me should've made just as…"

"Shameless imposter," said Thor with a look of disgust on his face. "It is time for thou to learn the difference between imitating a Thunder God…and actually being one!" With that said, Thor raises his enchanted hammer over his head, and through a small opening from the mystic dome, begins to gather lightening from the clouds into Mjolnir.

A sight which causes a now scared Thunderstike to utter this. "Oh crap…!"

Moments later, Thor points Mjolnir at the petrified Thunderstrike and fires a lightening blast at him.

Thunderstrike himself tries to use his mace to deflect the blast with his mace, but it was no use. For once the blast hit, it not only destroyed his mace, but it also sent the Ultimate himself flying through the air at high speeds and splashing into the ocean.

Even in dealing with Thunderstrike, Thor finds out quickly that he's not out of the woods yet. For through the corner of his eye, he spots two Guardsmen flying his way. However, before Thor could even have a chance to defend himself, two blast come out from nowhere and hit the Guardsman, blasting them out of the sky. This causes the shocked Thunder God to turn around to see where the blasts came from and is pleased to see that the shooter was Iron Man, who despite having severely damaged armor from the sneak attack from his fight with Norman, it was still operational enough to fly and fire repulser blasts. "Iron Man!" exclaimed a smiling Thor, pleased to see his old comrade alive. "Glad to see that thou is still in fighting shape!"

Though still suffering from Norman's prior attack, Iron Man still gives Thor a sly smile. "Right back at you, big guy," said Iron Man, then spots another Guardsman coming his way and takes it down with another repulser blast.

Thor, now realizing that the time for friendly chat is over, returns to battle by shooting his lightening blast at another incoming Guardsman. Before long, he and Iron Man soon float towards one another and 'stood back to back' as they fired their respected blasts at all Guardsmen coming their way.

Back on the roof of the Triskelion, things for the young Peter weren't any better, for he is still using his speed and agility to dodge the Goblin's fire balls. As he dodged one fire ball to the next, the young man was also shooting and wrapping webbing over his burnt knuckles and palms, like a boxer tapping up his hands before a match. By the time he landed on his feet, Peter had just finished 'tapping up' his right hand, and even with both hands bandaged up, he knew he wasn't out of the woods yet, as he finds out when he feels his spider-sense tingle, causing him to turn and see another on the Goblin's fireballs heading towards him, causing the young man to flip backward and narrowly dodged the fiery attack.

Once he lands safely on his feet once more, Peter now finds himself up against an even bigger problem, that being the roaring Goblin comes rushing in and throws a left straight punch at the web-slinging teen.

Sadly for Peter, however, this attack could do nothing but stun the Goblin, who easily shakes the effects of Peter's blow, and now angrier than ever, throws a left uppercut.

Acting fast, Peter dashes to the right side to avoid the Goblin's fist, causing the green skinned monster to punch his hand through the roof floor once again. And although he doing this later on, if he survived, Peter clamps both of his taped hands together and bashes the Goblin in the jaw with all of his super human might. While it did succeed in knocking the Goblin off of his feet, it naturally caused Peter immense pain, causing him to shake his already injured hands. "Seriously…ow!"

Unfortunately, all this attack could do nothing but stun the Goblin, who easily shakes the effects of Peter's blow, and now angrier than ever throws a left uppercut.

Fortunately for Peter, he is warned of this move thanks to his spider-sense and thus hops backward to avoid the blow. As he watches the Goblin get back up on his feet, Peter decides to make his move by holding out right arm, shoots a small ball of webbing, which ends up hitting and covering the mutated lunatics eyes, blinding him. With the goblin now wide open for attack, Peter runs in, jumps up and gives his muscular large enemy a right legged flying kick to the face. After landing on his feet, Peter could feel his hands starting to go numb, as well as seeing that he was the now loopy Goblin up against the ropes. Knowing that this might be a bad idea, one that he'll probably regret it later if he lives, Peter clinches his left fist, rushes in and nails the Goblin with a jumping left uppercut. "That's for all the innocent people you've hurt!" said the angry Peter, then follows up by jumping up and giving his blinded enemy a right uppercut. "And THAT'S for what you did to your own son!"

While still suffering from the effects of Peter's last blow, the Goblin manages to use his left hand remove the webbing from off his eyes, and spots Peter going for a left legged round kick. This causes him to use his incredible reflexes, despite his size, uses his left hand to catch the teen by his ankle, then upon getting back up on his feet, picks Peter up and slams him chest onto the floor.

"Harry, that welp?" asked the Goblin, still keeping a firm grip on his ankle. "He's no son of mine, as he proved by failing to kill you, even after giving him great power!" With great strength, the Goblin picks Peter up like a rag doll once more, then slams him spine first onto the floor. "And as far as the people go, I'm trying to do them a favor! And would you believe at first, I tried to do so by using the OZ serum on my army to make it stronger and this country more secure? Luckily, I realized just in time that that would only be worsening the problem."

Peter manages to sit, and after coughing up blood, looks at the Goblin utterly confused. "What are you talking about?"

"Even before I took office, there have been people in power who have done things far more cruel than I have," The Goblin explained. "People who have led the world through cancerous histories…and even to this very day! Basing their own greed and lust for power and ripping the planet apart while doing so! Gleefully going down the path of their own self destruction!"

A confused and pain filled Peter finally manages to sit up, and with blood dripping from his mouth, questions the Goblin once more. "But…how does any of that justify bringing a powerful demon into this world?!"

"Don't you get it?!" The Goblin barked angrily. "The only way to salvage this disgusting world is to destroy everything and everyone in it so a NEW world can be rebuilt! Think of it as…'the ultimate reset button."

Hearing this answer left Peter speechless for a few moments until he finally said the words which truly reflected what Norman was inside and out. "You…heartless, psychotic monster!"

"Well, that is your opinion, boy," said the Goblin, then channels his energy into his right hand to create a fireball, then raises it over his head to hurl it at the fallen Peter, something to which makes him grin with evil glee. "Not to mention the last one you'll ever have!"


	59. Chapter 59

Peter was not the only one struggling with enemies. For in the battle on ground, Namor is shown to be having problems of his own, as he falls and lands hard on ground after taking such a powerful punch from Jack of Hearts, who by now was levitating up in the air.

Before he could continue his assault on the Atlantian Prince, Jack of Hearts spots two Atlantian soldiers flying towards him at full force in defense of their prince. Seeing them as a mere nuisance, Jack charges up his hands and fires two blasts and hits the two Atlantians, causing them to burst into dust. After dealing with the two attacking from the sea, Jack of Hearts turns his attention back to the recovering Namor and flies down towards him!

Fortunately for Namor, he looks up and spots Jack of Hearts coming down and thus side steps to the right side, causing the Ultimate to punch the ground instead.

But even after missing his target, Jack of Hearts still refuses to give up on his assault. As such, he turns to the right to face Namor, holds up his right hand and fires an energy blast at him.

Namor easily spots this and simply leans sideways to the left to avoid it.

Needless to say, this frustrates Jack of Hearts greatly and thus he gets up and charges both of his hands with energy as he runs up to attack the Atlantian Prince.

Anticipating this, the battle savvy Namor ducks underneath Jack of Heart's energy based right hook and slips by right underneath him. After stopping, Namor finally decides to respond by reaching behind his belt and pulling out a small hand sized device which, when the Atlantian Prince presses the button, causes it to transform into a trident, the traditional weapon of the Atlantian army.

The now furious Jack of Hearts turns around and charges towards Namor once again, but stops when he feels a sharp pain in his abdomen. The Ultimate looked down, and saw the result of the pain was that of the trident's sharp prongs being thrust into him by that of Namor himself, who quickly pulls it out but stands in a readied fighting posture. As the wounded Jack of Hearts backed away from the battle ready prince, the ultimate immediately puts his right hand over his wound. However, his body soon began to grow bulkier in size, as well as make his eyes and the inside of his mouth glow bright red. "You…damn pointy eared idiot!" yelled the pain consumed Jack of Hearts, feeling like he's about to explode as he stared down at the confused Namor. "DO YOU HAVE ANY IDEA WHAT YOU'VE DONE?!"

Meanwhile, the S.H.I.E.L.D. Tri-Carrier was having bigger problems, for while it did shot down Guardsman after Guardsmen, it still took heavy fire from the enemy.

Inside the ship's infirmary, where many of the ship's wounded personnel were lying on beds, being helped by medics but still writhing in pain from their injuries they sustained from the enemy fire. Among the wounded soldiers was that of the X-Man, Nightcrawler soon begins to regain consciousness, finding himself in bed with his left leg in a splint. As the German born looks up, and finds to see two of his fellow X-Men, Kitty and Beast, standing right across from him and just finishing up tending to another wounded agent.

It was Kitty who noticed Nightcrawler regaining consciousness, and quickly walks over to him "Kurt, you're awake!" Kitty happily exclaimed as she arrived next to his bedside.

Beast heard Kitty's excited words, as well as seeing his teammate awakening, and thus walks over to him.

As Nightcrawler slowly began to move, he finds that he cannot move his splinted leg, but yet surprisingly, was in no pain, as well as feeling groggy and lightheaded, which no doubt were the side effects of the pain killers Beast injected earlier. "V…Vhere am I?"

Beast is the one to answer the dazed Nightcrawler, all while using his bedside manner as a doctor. "You're in the medical bay of the S.H.I.E.L.D. Tri-Carrier, Kurt. You sustained a broken foot in battle, so we had to bring you up here for treatment."

Though still loopy from the pain-killer medication, Nightcrawler soon began to have memories of how he acquired the injury. "Ja, I…I remember now." I vas vighting zat Emma Frost woman when she…" Suddenly, Nightcrawler relives the painful memory of the now deceased White Queen killing the female teammate that he had his eyes on for so long. Which was made more painful when he had the chance to tell her. "Allison…"

At this point, a concerned Kitty heard Nightcrawler mention the Dazzler and was just about to ask what happened to her, but before she could, she, along with everyone else, felt the ship shake as it too another powerful hit from the enemy outside.

This causes Beast to regain focus and realize that there are other wounded agents to tend to. "We better check on the other patients." The furry X-Man told Kitty, then turns to Nightcrawler briefly. "We'll be close by Kurt, just try and rest for now." With that said, Beast takes Kitty with him to help anymore agents in need, with Kitty herself taking a moment to look back at Nightcrawler, who appears to be grieving, but snaps back to reality when she hears the pain-filled yelling of another wounded agent and follows Beast to help tend to him.

As for Nightcrawler himself, he laid back down on his bed and puts his hands over his now watering eyes, weeping over the love he never had a chance to hold in his arms. However, in his sorrow, the German born X-Man suddenly hears voices coming from the air-vent just above his bed. And so, gently moving to sit up, Nightcrawler puts his ear closer to the vent to he can listen harder as to what the voices were saying.

Turns out, the voices were coming from that of the agents on the Tri-Carrier's main bridge, where it seemed that panic was running rampant.

However, it was Shannon herself who stopped the panic by screaming this at the top of her lungs. "EVERYBODY SHUT THE HELL UP!" Once she gets the silence that she commanded, Shannon bends downs to the computer, all so she can respond to a caller on the other line. "Now, what was that, Mr. Richards?"

Back on the battlefield, Reed is seen communicating with Sharron via a radio system built into the Fantastic Car, and watching Jack of Hearts growing larger and larger, but is being contained in a large transparent bubble that was being projected from Susan's forehead from her station.

This shocking development is enough to make both sides, Avengers and Ultimates, to stop fighting and look on in shock. Two of the fighters who notice this are Logan and Sabretooth, who by that time were both wrestling with one another and were now paused to see Jack of Hearts growing. This sight caused Logan himself to lout out a big sigh of aggravation and concern. _"Well, this is just peachy," _he thought as he finally released his hold of Sabretooth, who was too shock to even continue his attack, as both mutants each had a bad feeling about this.

Back in the Fantastic car, Reed goes back to explaining the situation through the radio. "As I was saying, Agent Carter, the Ultimate known as Jack of Hearts is putting up a large amount of energy!" said the concerned leader of the Fantastic Four, looking a digital graph and profile on Jack of Hearts on his built in computer. "According to these records this is most likely due to a rupture or tear in his containment suit. If he continues to grow and expand, who'll explode in a huge energy blast, one powerful enough to destroy the entire city! But don't worry, we're working on getting him out of here."

For Sue, the strain of keeping the expanding Jack of Hearts contained was starting to get to her, so much so that her nose was beginning to bleed. "Then…let's hurry up and do it! I…can't hold this guy forever! In fact, I'm starting to slip!"

Back in the Tri-Carrier, everyone on the main bridge her Sue's remark, and were all worried about her losing control. Also hearing everything was that of Nightcrawler himself through the air-vent, and aside from Sue not being able to keep Jack of Hearts contained forever, Nightcrawler felt allot of other things go through his mind. One was the heartbreak of losing Dazzler, and the other is the sense of duty he had as an X-Man, one in which led him to an idea which would not only save his teammates and the troopers still fighting below, but in his mind, unite with the woman he secretly loved in the afterlife. And so, with a sigh, the German born X-Man makes a daring move by concentrating and vanishing out of sight.

Back down in the battlefield of the Triskelion, Logan and Storm in particular receive another surprise when Nightcrawler suddenly reappears in front of them, but on one knee thanks to his injured foot.

"Kurt?!" asked a confused Storm upon seeing her one legged teammate, and thus was also worried about his well-being.

Just as concerned about Nightcrawler's well-being was that of that of Logan, his fellow X-Man and best friend. "Elf, what the hell are ya doing here?!"

As much as he wanted to, Nighcrawler had no time to answer either Logan or Storm, for he turns and sees Jack of Hearts has now grown to half the size of a hot-air balloon, with Sue's protective dome slowly fading away. And so, despite the fact that he had little to no use of his left foot, Nightcrawler knew that it was time to do one last deed to save not only his friends and comrades, but perhaps the entire city as well. As such, he turns to Logan and Storm on final time with a small smile. "Varewell, mein friends."

Hearing the German X-Man's words causes Logan's eyes to grow wide with fright, for of all the painful things he's experienced, it's losing friends and loved ones that was the most fun. "Wait, 'Crawler what're ya…?"

A split second later, Nightcrawler vanishes once again, then reappears inside Sue's bubble with the inflated Jack of Hearts. The X-Man then makes his move by placing his hand on the large Ultimate, and concentrating as hard as he can, both he and Jack of Hearts vanish out of sight, which leaves everyone stunned, especially Sue, who diminishes her invisible bubble.

And it was the sight that caused the normally tough and gruff Logan to yell out his friend's name in despair. "KURT!"

Meanwhile, high in the sky and above the flickering dome over New York City, Nightcrawler and the bloated and screaming Jack of Hearts appear in the sky.

Knowing that the Ultimate was about to blow, Nightcrawler soon began praying. "Our father in heaven, hallowed be thy name…"

Suddenly, Jack of Hearts soon explodes in a bright purple flash of energy which takes up the whole sky…as well as decentergrate Nightcrawler in the process. As seconds pass, the sky clears up, but both the feisty Jack of Hears, and the faithful, life loving Kurt 'Nightcrawler' Wagner, were gone.

As expected, Nightcrawler's sacrifice was seen by all, including the Triskelion's rooftop, to with the Goblin was just about to fry Peter alive with his fireball but stops when he hears and sees the explosion from Jack of Hearts high above and is distracted.

Though Peter was confused as to what caused the explosion in the sky, he knew that it was a blessing in disguise with Goblin losing focus on the task at hand, and feeling his grip on his foot loosening. As such, he manages to not only pull his foot out, but pulls back both of his legs and gives the Goblin a double legged mule-kick in his abdomen.

Once the Goblin bent down in pain, Peter once again pulls his legs back and curls his knees into his chest, only this time, places his hands on the roof floor and proximal to his ears and using all of his upper-body strength, pushes upward and kicks his feet out, propelling him in the air. In the process, also kicks the Goblin right in the face, causing the psychotic brute to stagger backward.

While in the air, Peter flips backward and once he was facing the dazed Goblin, he holds up his hands and shoots two web-lines, which hits and sticks to his large shoulders. Afterwards, the teen zips over to him, with the intent of kick him down to the floor.

However, the Goblin anticipates this and thus holds up his large right arm to block the kick. He then throws his right arm outward in a back-hand motion and pushes Peter away from him.

Naturally, Peter saves himself by back-flipping and landing on his feet and upon seeing the Goblin make another fireball, gets in a defensive stance, ready to move.

Back down below, everyone on both sides were still looking up and were still astounded and saddened at what just transpired.

One of those sorrowful heroines was Storm, who sheds a tear upon seeing the sacrifice of her fellow X-Man. "Kurt…"

Logan remained silent throughout the whole experience, for the fact that he now lost another friend was more painful than any life threatening wound he ever received in his adventures.

However, the one who breaks the silence is that of Sabretooth, by saying this in the most callous and disrespectful of tones. "Aw, where's my tissue?" The savage mutant then gives the unsuspected Logan and right hook to his jaw, and thus, this action causes the fighting on the ground to resume, and thus, the Ultimate Civil War, continues.


	60. Chapter 60

Battered, bruised and dodging fireballs thrown from the Goblin, Peter's rotten luck did not seem to be slowing down anytime soon. And just when he thought his luck couldn't get any worse, Peter caught a glimpse of the time-clock on the Ultimatum machine and sees that the time is now 7:34 and that the machine was just starting to power up.

And while this was terrible for Peter, it served as good news for the large, powerful, fiery headed being known as Dormammu who resides in the hellish Dark Dimension, who through a small portal, can see the battle at the Triskelion, and more importantly, the Ultimatum machine nearing activation, a sight that gives him an evil grin.

But back on Earth, it only caused more stressed for the prophesized Ultimate Hero, Peter Parker, who now knows he has to act fast in stopping the machine and saving the planet.

As for the Goblin, he throws another fireball at Peter, only to miss once again when the nimble teen back flips out of the way to avoid it. Frustrated, the Goblin holds both hands up above his head and creates a large fireball, one that was twice the size as he was, and one in which Peter had no chance at dodging.

However, before the muscular lunatic could even throw, he is stopped when a fire beam comes out of nowhere and hits him in the side and pins him down, disbursing his fireball.

Peter himself is confused when he sees the beam, and as he looked up, he is shocked to see where it came from.

Turns out, the beam was coming from the fiery form of Firestar, who pours on more power into her beam to keep the Goblin pinned down. "Peter, I got this guy! Go and destroy the machine!"

"MJ?!" asked a dumfounded, as well as amazed Peter, never realizing that his childhood friend could take her power to this level.

However, as Firestar was busy keeping the Goblin down, she is stopped when Moonstone, an opponent she had thought to have taken care of, comes out of nowhere and tackles her to the roof floor.

Needless to say, this is not a sight that sat well for Peter, seeing the girl that he loves in trouble. "MJ!" exclaimed a horrified Peter as he instinctively rushed over to help her.

Sadly though, the Goblin, now free from Firestar's beam, gets up on his feet, sets his sights on the running Peter and throws a fireball at him.

Fortunately for Peter, however, he is alerted by this attack via his spider-sense, and jumps to the left side to successfully dodge it.

The now angry Goblin, however, does not give up on his attack so easily, as he turns and raises his right fist over his head and goes for a hammer blow, hoping to flatten the young man.

Seeing this attack coming, Peter quickly holds up both of his arms in an X fashion and blocks the blow. However, the impact of the Goblin's attack was so powerful it makes a small crater underneath Peter's feet.

Peter could feel the stress of the blow take a toll on his legs, causing him more agony than he was already was in. _"Well, this is no better!" _he though as he, despite the pain, pushed the Goblin's fist upward and away from his body. _"But still, I'm way to close to stopping this craziness to be, and I can't believe I'm saying this, squashed like a bug! One way or another, I'm ending this now!" _

Meanwhile, back on the ground level of the Triskelion, the fighting was turning just as violent as the one up above. Especially the fighting between Daredevil and Bullseye, where the Man Without Fear uses the billy-club in his right hand to deflect an incoming knife slash by pushing the blade outward, then throws a left legged round kick, aiming for Bullseye's head.

However, Bullseye ducks underneath the kick, and upon standing up, takes the knife in his right hand and throws a back-fist, with the intent of driving the blade into Daredevil's skull.

Luckily for the horn-head, he holds up his left club to block the stab attempt, then responds by throwing a right club strike into the back of Bullseye's head, knocking the assassin loopy and sending him staggering forward. But even in dealing with Bullseye, Daredevil can sense another danger coming his way, more accurately, hear it! And thus, the Man Without Fear leans back to avoid the danger, which is revealed to be Gambit, who tries to take Daredevil's head off with a right legged flying kick.

After landing on his feet, Gambit still continues his assault by pulling out his collapsible staff and uses the left to strike the horn-head's face.

But, thanks to his acute hearing, Daredevil holds up both of his billy-clubs to the left side and blocks the staff strike.

The Ragin' Cajun, on the other hand, refuses to give up, and thus pulls his staff back, then jumps up and spins around the air, then holds his staff vertically above his head and drives the end of his staff down line an axe, hoping to bash Daredevil's skull in this time.

Fortunately for Daredevil, he holds up his billy-clubs up in an 'X' fashion to block the staff strike, then counter attacks by pulling his left club back, then strikes Gambit's left knee, forcing him to kneel down. The Man Without Fear then capitalizes by taking that same left club, then throws another strike in a back-fist motion, nailing the Cajun in his right cheek and sending down to the ground hard. While on the ground, Daredevil was beginning to wonder what happened to Bullseye, but he quickly finds out when he hears the sound of a dagger coming his way and thus rolls backward to avoid it.

As Daredevil stood back up, Bullseye quickly runs in and looks down at Gambit with an irritated expression as the loopy Cajun tried to get back up. "Back off, swamp rat!" the assassin barked angrily. "The devil's mine!"

Gambit, on the other hand, merely smiles at the assassin. "Now ain't da time to pick favorites, mon ami," said the sly Cajun, then pulls out a small dagger out of his sleeve, then charges it and throws it at Daredevil.

Luckily though, Daredevil hears this the charged dagger coming his way, and thus leans backward to the left to easily dodge it and allowing it to hit an incoming Guardsman instead, where it explodes later. Once he stood back up, Daredevil's acute hearing warns him of another dagger coming his way, and this time, was thrown by Bullseye, to which the horn-head easily swats it away with his right billy-club. Afterwards, however, horn-head is then forced to dash to the left side to avoid an upward rising staff strike from an incoming Gambit. Once in a safe distance, Daredevil could hear both Gambit and Bullseye walking towards him, thus prompting the Man Without Fear to get in a readied fighting stance. Much to his dismay, he now finds himself going up against two dangerous opponents.

Elsewhere on the land battle, two of the true X-Men Logan and Storm, were busy fighting Osborn's X-Men, Cyclops and Storm.

While Storm was facing Cyclops with the intention of bringing him to justice for betraying his own team, for Logan, this was yet another once of his many fights against Sabretooth. For these two have faced each other many over the years, each with the mindset that this world was not big enough for the two of them, and here in this fight for the fate of the world, was their one chance to get it right, and Logan tries his luck by taking the claws in his right hand and throwing an upward claw slash.

Sabretooth, however, anticipates this and thus leans back to avoid it. Afterwards, the savage mutant takes his clawed left hand and throws a slash of his own, hoping to take Logan's head clean off.

Fortunately for the furry X-Man, he anticipates this and ducks underneath the slash. While crouched down, he sees Sabretooth raises his right hand up and goes for a downward slash. Acting fast, Logan throws a left uppercut and in the process, drives his claws into and right through Sabretooth's open hand, causing his harmless foe to scream in pain. Now having his old enemy right where he wants him, Logan then throws a right jab, hoping to ram his claws into Sabretooth's face.

However, Sabretooth proves that he is just as quickly by taking his left hand and stops Logan's claw attack by grabbing his wrist. The savage mutant then tosses Logan to the side and in the process, pulls the X-Man's claws out of his right hand, thus allowing it to heal rapidly.

As for Logan, he quickly recovers by rolling with the throw and popping back up on his feet and sees the roaring Sabretooth charging his way. And while normal men would be intimidated by this, Logan just stands there with claws drawn and waits for his animalistic enemy to approach.

Meanwhile, the battle between the two X-Men team's leaders, Storm and Cyclops, was just as intense. For Storm starts to find herself eternally grateful for the hand-to-hand combat training she received from Logan, especially when she uses her right hand to block an incoming jab from her former teammate, then pushes his arm so she can deliver a left front kick to his abdomen. As Cyclops stood there in a bent position after getting the wind kicked out of him, the Weather Goddess capitalized by running in and throws a stiff right knee strike to Cyclops' face, sending him down hard on the ground. Storm later goes to finish and punish the fallen Cyclops by pointing right hand at him and firing a lightening blast.

However, even with a bloody nose, Cyclops spots the blast and thus rolls backward to narrowly avoid it. After getting into a kneeling position, the leader of Osborn's X-Men counter attack by firing an optic blast.

Fortunately for Storm, she sees this attack and thus jumps up and levitates in the air to avoid it. Once airborne, she fires another lightening blast from out of right hand to try and take down Cyclops again.

Unfortunately, Cyclops quickly dashes to the left side to avoid the blast, and in the stranges of ways possible, he counter attacks by looking down and firing an optic blast, bounces off of the ground, then ricochets off of an unsuspecting Trooper's armored back, and finally hits Storm in her left shoulder blade, causing her to fall from the and land on the ground hard.

As Storm struggled to get back up, Cyclops stands up first, then slowly and confidently walks towards her with his visor still charged for another shot. "I was the first X-Man that the professor took in and trained, Ororo," he said taking aim at Storm's head. "I have the most experience, as well as seeing how you fight in all those missions we've been on, as well as training in the Danger Room! What else could you possibly have that could stop me?"

Storm just laid there at first, Seeing Cyclops' point and regretfully just waits for him to get it over with, when suddenly, and now of all times, she felt a cool breeze blow against her, and at that moment, reminded her that she was known to her tribe in Africa as the Goddess of all the weather, not just thunder and lightning. And so, Storm very subtly points her right hand at Cyclops feet, concentrates and channels the very wind beneath him. It wasn't long before the current grew so strong, that it blew Cyclops off of his feet, and once he was in mid-air, the Goddess move her hand in a circular motion, thus creating a small whirlwind and lift her former comrade up into the air. With Cyclops now helpless in the air, Storm commands the wind to lift her back up on her feet, and thus, she looks up at the suspended Cyclops to him this cold reply. "The elements and my imagination." The Weather Goddess then mentally creates a large black cloud, accompanied by a load thunder. And, remembering how Cyclops betrayed not just her, but the professor and the rest of the X-Men, the people had long since been her family, Storm carries out her former comrade's punishment by having lightning bolt strike from out of the cloud and hits Cyclops in the chest, sending him out of the whirlwind and into the ocean, finally avenging her fellow X-Men, both living or dead.

Meanwhile, Logan finds himself dodging slashes from Sabretooth, and after ducking to avoid a left handed slash, Logan passes underneath his hold foe's left side, while also using the claws in his right hand to sneak in a slash, cutting Sabretooth's rib, making him let out a pain filled roar. Once ending up behind Sabretooth, Logan spins around to see the savage mutant holding his left side and changes in for the kill.

However, Sabretooth looks over his right shoulder to see Logan coming his way and while still holding on to his side, he delivers a hard right-legged back-kick, nailing the feral X-Man in the chest and knocking him down. After dealing such a blow, Sabretooth removes his hand from his wound as she turns around to reveal that it's healed up quite quickly.

While on the ground, Logan shakes his head to get the cobwebs out, and luckily regains his sense quickly enough to see Sabretooth with his right arm raised and throws it downward to drive his claws into Logan's chest, causing the X-Men to roll to the right side and make his animalistic enemy drives his claws into the ground instead. As Logan rolls back on his feet, he quickly notices that he arrives right next to the ocean, but soon regains focus on the fight when he hears Sabretooth yelling and turns to see him angrily yelling as he pulls his claws out of the ground.

"Getting bored now, runt," said a very irritable Sabretooth and with claws drawn. "Time to see you to meet your elf buddy…as well as a few others I offed!" With that said, Sabretooth runs in and like the animal he was, lunged towards Logan to tear him apart.

However, Logan merely waits, and once Sabretooth was close enough, the feral mutant both makes his move and avenges the friends that died at his savage mutant's hands by ramming both of his claws into his massive chest. The 'Wolverine' did not stop there, for rolled on to his back, placed his right foot on Sabretooth's abdomen, and gives him a stomach-throw off of the Triskelion and into the ocean. After disposing of his old enemy, Logan gets back up on his feet, he looks over to the ocean to see that Sabretooth is nowhere to be found, thus leading him to assume that he must've gone under water and swam away. "Enjoy your swim, Creed!" Logan said bitterly to his now absent nemesis, for as much as he wanted to swim after him, he knew that his remaining fellow X-Men, and the rest of the Avengers needed him ore, he went back to fighting Guardsmen.

Back on the Triskelion rooftop, time was growing short for Peter, who ducks underneath a massive right hook from the Goblin in order to avoid getting decapitated. While crouching down, Peter looks up to see the Goblin holding his left fist over his head then throws it down in a hammer blow, forcing the teen to back-flip, not only avoid the attack, but also making the green monstrosity smash the floor as well. After landing on his feet, Peter looked around to search for something, more accurately, someone; Firestar, who was ambushed by Moonstone for trying to help him.

Speaking of which, Moonstone herself was now approaching the fallen Firestar, whose fiery form soon dwindles down and reveals that of Mary-Jane, whose costume remains intact, but her glasses are now gone.

A sight in which makes Moonstone smirk with glee. "What's wrong, pumpkin? Your fire finally burn out on you?" The blonde Ultimate grabs Mary-Jane up by the shoulder and proceeds to pick her up. "Just goes to show that you not fit for the big leagues."

Suddenly, Mary-Jane surprises the boastful Moonstone by charging up her right fist with fire, then gives the over-confident Ultimate a hard uppercut to the jaw, causing her to let go of the red head.

From a distance, Peter saw Mary-Jane successfully defending herself, and though he was both relieved and proud of her to see her holding her own, he still had the desire to go in and help her. But before he can run in and give Mary-Jane some assistance, he feels his spider-sense kick in, but sadly, is not quick enough to respond, for he receives a hard left front kick from the Goblin, one that was so powerful, it sent Peter flying up in the air and almost over the roof.

Luckily though, while airborne, Peter managed to save himself by shooting two web-lines, then zips over and lands on the roof. But upon landing, the young man felt incredible pain in his chest, perhaps a broken sternum from the Goblin's kick.

The Goblin himself comes walking in, chuckling as he sees Peter holding his chest in pain. "Looking to save a lovely damsel in distress, lover boy?" said the Goblin, holding up his right hand to create another fire ball. "Well, hate to rain on your parade, but she, as well as you and this pitiful world are as good as finished!"

Despite the pain, as well as impending death, Peter couldn't help but feel reminded of a certain word that the Goblin so arrogantly said to him earlier. "Love…?"

**DR. STRANGE'S SANCTUM: TWENTY-FOUR HOURS BEFORE THE TRISKELION INVASION**

_In the meeting room where the Avengers' leaders were gathered, an unmasked Peter being shown a holographic image of the Ultimatum Machine by Dr. Strange, but was left somewhat dumbfounded when he heard how he was supposed to use the Amulet of Watoomb to disable the machine's power source, the Eye of Dormammu. "Love…?" _

"_Correct, Peter," replied the Doctor, who then points at where the Eye was located. "Once you place the Amulet on top of the Eye, you must think of all that you love of this world. Only then will that bring for the spell that I placed that would not only close the door, but also neutralize Osborn and his army." _

_Though Peter was grateful to hear the instructions on how to use the Amulet, he still couldn't help but look a little skeptical and unsure. "Well, not to sound cynical, Doc, but aside from this plan sounding something coming out of a Disney movie, it's gonna be hard for me to think about love when there's people…you know, trying to kill me." _

_The Doctor could understand Peter's doubts, he still couldn't help but smile as at the young man's sense of humor as he tried to comfort him. "Fear not, Peter. When the time comes, look inside yourself, and you will know what to do." _

**TRISKELION: PRESENT DAY**

At that moment, Peter soon realized what the Doctor meant and was right. He did have love in his heart, one that was not only needed to use the Amulet, but one that has helped him in carrying on this mission thus far. He had the love for his family such as Aunt May, his dearly departed Uncle Ben, as well as that of his friends, be it from new friends such as Kitty Pryde, Bobby Drake as well for his tortured friend Harry Osborn, and the love of his life, Mary-Jane Watson, who right now is still fighting against Moonstone, and knew he had to help her. Suddenly, Peter soon felt his the pain in his chest slowly vanish, and as he looked down, he saw the Amulet glowing underneath his shirt and as he pulls it, he finds it glowing brightly, which indicates that he's activated it, which is more evident when he felt both of his hands and eye heal rapidly.

As much Peter enjoyed the feeling of having his ravaged body healed, something that only the warm memories of friends and family can bring the young man is suddenly alerted by his spider-sense, prompting him to jump and flip over a fireball thrown by the Goblin. After landing on his feet, Peter looks straight ahead and sees something much worse than any attack from his green skinned enemy. It was the clock on the Ultimatum Machine….where it now shows the final ten seconds of activation and opening the dimensional doorway for Dormammu…

…10….

Knocking that he had to act fast, Peter lets go of the Amulet, which was still attached to his necklace and was just about to head over to the machine, he spots the Goblin running towards him with his right fist cocked back and thus ducks to avoid a right hook.

…..9….

While crouched over, Peter clamps both of his hands together and bashes the Goblin's right knee, forcing him to kneel down. Afterwards, Peter stands up, puts his right foot on and steps off of the Goblin's raised knee and swings his left leg in a swing kick to strike the mutated maniac' head.

….8….

However, the Goblin sees this and ducks underneath Peter's kick. While Peter lands safely on the roof floor, and spins around to face the Goblin, the jade monster stands up and goes for a left uppercut.

….7….

Thankfully, Peter performs a back-flip to avoid the punch.

….6….

After landing on his feet, Peter sees the Goblin standing back up. Realizing that he can't waste any more time on the crazed monster, Peter jumps up in the air holds up his left arm to shoot a small web-ball at the Goblin's face in an attempt to blind him, and then holds up his right arm to shoot a web-line at the Ultimate Machine to zip over to it.

….5….

The Goblin, on the other hand, uses his left hand to easily catch the web-ball, then takes his right hand to catch the web-line and pull Peter towards him.

….4….

Even while being pulled, Peter could still see the Goblin throwing a left jab and thus puts both of his hands on top of his enemy's large fist and uses it as a boost to flip over the Goblin's head and ends up behind him.

….3….

Thanks to his spider-sense, Peter looks over his shoulder to see the Goblin going for a spinning right back-fist, with his hand latterly burning with fire, and thus ducks underneath the blow, uses his right hand to shoot a web-line and then zips right past the Goblin's side. Once he stops, Peter stands back up and sees the Goblin stop himself as well as facing the determined Peter, thus putting the two in a stand-off.

After looking at each other with intense hatred, with an irritated Goblin having just about enough of the leaping pest that was the boy right in front of him, and Peter loathing the Goblin for what's he done to the people of this country, the two finally run towards each other, both with the intent of finishing this fight once and for all.

….2….

Moments later, both Peter and Goblin jump and lunge towards one another, with the Goblin himself roaring and charging both of his hands with fire.

As for Peter, at first he winds his right fist back, making it look like he was about to throw a right cross. However, this turns out to be a distraction, for the young man makes his real move by holding up his left hand and shooting two web-balls, which hit and cover both of the Goblin's eyes. Afterwards, Peter takes both of his hands on top of the Goblin's head, all the while screaming this at the top of his lungs. "PSYCHE!" Afterwards, he pushes himself upward over blinded enemy's head, flips forward and used both his feet to kick the Goblin in the back of his skull to use him as a boost to leap towards the machine and in the process, knocks the Goblin fall face-first into the roof floor.

The Eye of Dormammu soon glows bright right, and thus a large barrel comes out of the machine and shoots a hellish red beam, which in turn creates a small doorway, which shows the smiling a chuckling Dormammu and was gradually growing bigger in the process.

But as this happened, an airborne Peter pulls of the Amulet, and upon landing on next to the machine, slams the Amulet on top of the Eye. When both mystic elements made contact, it caused the once hellish red light to turn into a more mellowed pink color. Peter himself could feel the mystic energy flowing through him.

With power so massive, if felt like it could plow right off the machine at any time. But, with both his spider-strength as well as everyone once of will power he could muster, Peter stand on and soon got right to work in thinking everything, as well as everyone, that he loved in loved in this world.

Once the young man did this, the pinkish grew a little brighter and thus causes the small doorway to the Dark Dimension to start shrinking. A sight that did not please Dormammu in his home dimension. "NO!"

Oh, but that was not all, for the pink light that surrounded both Peter and the Machine, and moments later, the light produced hundreds and thousands of tentacle-like constructs which shot out like party poppers. One of them soon stuck the back of the Goblin as he tried to get back up on his feet, causing him to scream in pain and force back down onto the roof floor.

Elsewhere on the roof, both Mary-Jane and Moonstone were in the middle of a stand-off, where out of nowhere, one of the mystic tentacles hits Moonstone in her back, causing her to scream and go down to the floor hard, just like the Goblin.

Thought Mary-Jane was naturally baffled at the tentacle striking Moonstone, but what was just as surprising….none of them were striking her. _"What?!" _she thought as she looked around and upon seeing Peter using the Amulet, her eyes lit up with jubilation. "Pete!"

The tentacles soon make their way throughout the Triskelion, which in turn, seemed to strike the Ultimates and the Guardsmen….but spared the Avengers and their Troopers!

Something in which Baron Mordo found out first hand as while he was in the middle of a mystic duel with Dr. Strange, he finds himself struck in the back and frozen in place.

The Sorcerer Supreme was not at all shock by this. For he knew that Peter must've gotten to the machine. He looks down on the roof and sees that his suspicions were confirmed with Peter himself placing the Amulet on top of the machine and producing the energy tentacles, but still looked worried. For he knew that the tentacles were only part of the spell he casted that would put an end to this battle.

Also in the air were that of Sersi, who was in the middle of fighting Mysterio when he was struck with one of the tentacles and the newly recovered Falcon, who effortless took down three Guardsmen before the tentacles suddenly appeared.

Something in which completely baffles even a seasoned soldier such as Falcon. "What the hell is going on?!"

Sersi in the first to answer, recognizing the tentacles as part of sorcery. Sorcery that only her mentor, the Sorcerer Supreme, could muster up. "The tide is turning in our favor. Which means Spider-man must've have gotten to the machine."

"Yes, he has," replied the Doctor, with his grim expression still remaining as he watches Peter struggle from the sky. "But this battle is far not over yet."

Back on the roof, Peter is still concentrating as hard as he can to channel his emotion into the Amulet to close the doorway.

However, Dormammu doesn't seem to be making the task any easier. For he, with one hand, was using his magic to counter act that from the Amulet and open the doorway, which at this point was beginning to grow just a little bit larger.

With the magic from Dormammu growing stronger, so was the strain of keeping the Amulet on top of the Eye, and try as he might, Peter's hand was just inches away from slipping off.

Something which Mary-Jane herself saw and thus caused her fright. "PETER!" she yelled, then without a second thought, flies towards Peter himself and puts her hand on top of his, keeping it on top of the Amulet.

Peter is startled when he feels MJ's touch and as he turns and to see her, his heart begins beating, which in turn, causes the pink energy to glow a little bit brighter. "MJ…?"

"I'm here, Pete." MJ told him, gripping his hand tighter.

As they looked into each other's eyes, both Peter and Mary-Jane knew in their hearts that now was as good as time to finally admit to each other how they feel, despite the fact that this was the last place in the world to do so.

And with that in mind, Peter is the one to go first. "MJ, look, I know this is the worst time imaginable, but what you saw with me and Kitty…"

"Its okay, Peter, really," MJ interjected with a small smile and watering eyes. "Kitty told me everything. And I do mean…everything."

"You do?!" Peter asked surprised, with the pink light growing brighter than ever. "Than that means…."

Before Peter could finish, MJ puts her free hand over his mouth to stop him from speaking, with her watery eyes locked onto his. "Yes, and….I love you, too."

With Peter now happier than ever before, and all the fear of dying vanishing instantly, Peter uses his free hand to remove MJ's fingers from his mouth and gently touch her cheek. And with both teens now knowing the truth about each other, they no longer waste any more time in doing what they've wanted to do for so long, and thus leaned in and kissed each other tenderly, which becomes more passionate each second and their hearts pounding hard in unison.

Once the two new lovers lips touched, the pink energy soon changed to that of a heavenly white, which in turn soon expands and engulfs not just Peter and MJ, but soon the Ultimatum Machine, the Triskelion, and eventually the entire city of New York itself, consuming it in a blinding flash of light. The light than expands so wide, it breaks open the protective dome surrounding the city and spreads throughout the entire U.S., and soon enough, the entire world!

Back in the Dark Dimension, Dormammu himself is seen being hurled into a red bolder, and after shaking his fiery head, he looks ahead and sees that his doorway to Earth is now gone, all in which makes the enraged entity bellow this throughout his hellish dwelling. "NNNOOOOOO!"

Back on Earth, the white light had finally faded away and all seemed to relatively normal and unchanged, especially on the rooftop of the Triskelion, where Peter and MJ were still kissing, until they finally pulled away looked lovingly at one another. After a few seconds however, they soon noticed something was a little off, most notably, the Ultimatum Machine, which now looks like a burnt out broken heap a junk. As the two young lovers stood up, Peter himself takes the Amulet away from the Machine, and moments later, it breaks apart, leaving the once fearsome machine in pieces. To make matters just as surprising, the Eye of Dormammu has now turned into stone, only to crumble into dust seconds later.

Needless to say, the two teens look surprised at what just happened to the machine and the Eye, which caused a baffled Peter to say this. "Whoa…that was some kiss."

This remark caused MJ to give her new boyfriend an annoyed look, as if to mentally tell him 'steady Tiger.' Suddenly, both she and Peter hear the sound of what appears to be that of a man grunting, and thus turn around to see where the sound was coming from, and more importantly, who was making it.

Sure enough, it was that of the now fully human and totally nude Norman Osborn and trying desperately to crawl on his stomach and get away.

But escape would prove to be impossible, not if a determined Peter Parker had anything to say about it. "Oh no you don't!" said the young man as he holds up both of his hands and shoots webbing over Norman's hands and feet, binding him to the roof floor and preventing him from leaving.

"No…NO!" said a panicked Norman as he tried in vain to get free from the webbing.

Peter, on the other hand, looks down at Norman and contempt as he walks towards him, with Mary-Jane following him. "Oh yes, yes! You are SO not anywhere, especially after everything you've done! Besides, anything to keep you standing up. Because if there's anything worse than seeing you as a monster, it's seeing your junk!"

From seeing Norman's human again, as well as the destroyed Ultimatum Machine, Mary-Jane started to realize what all of this mean, and thus causes her to smile brightly. "We did it…" she said quietly, which earns her Peter's attention and causing her to turn to face him. "Oh my god, Peter, we actually did it!"

For Peter, hearing these words was sweet music to his ears. For it was beginning to dawn on him too, and slowly begins to smile himself. For with the help of MJ, as well as Cap and the Avengers, Peter fulfilled his destiny and stopped Osborn's insane plan and saving the world. But upon remembering his friends, Peter's happiness soon turned to worry. "Oh god, Cap and the others!" said Peter, and with an equally MJ by his side, the two lovers quickly ran over to the ledge to see what fate came upon their friends.

Back on the ground level of the Triskelion, the battle has ceased and everyone present, whether they be Avenger or Ultimate, was a state of both confusion as to what just happened.

For the Avengers, X-Men, Atlantians and Troopers, they seemed relatively fine and unchanged, the Guardsmen are seen without their armor and in white undergarments. And what was more surprising of all, all of the Guardsmen and registered meta-humans in the Ultimates' army, were all beginning to float down while being completely frozen in the position they were in which the tentacles struck them.

As for the Ultimates on the ground, namely Electro, he stood confused at first about what just happened, as well as why the Guardsmen were without their armor of underwear. But nevertheless, he did not want to be captured and go to prisoner as a war criminal. As such, he makes one last ditch effort to fight back via an electric blast, but much to his surprise…nothing happens. "What?!"

The rest of the Ultimates see Electro's failed attempt to attack, and desperately tried their hand in using their respected powers, only to discover that they too were powerless.

With the Ultimates no longer having their powers, as well as the Guardsmen now unarmored, Logan could help but chuckle a little bit at this situation. "Looks like the bug got the job done after all.

Both Luke and Iron Fist were nearby when they heard the feral X-Man say this, and Luke is the first one to ask this. "You mean, the kid actually did it? He stopped the machine.

A smiling Cap steps in and answers Luke. "It sure does look that way, Luke," said the Super Solider, then turns and looks grimly at Electro. "Which means you and your army of fake heroes are now powerless, son. And that this point, surrender is your only option.

With an angry expression on his feet, Electro, as well as the rest of his fellow Ultimates and Guardsmen, all reluctantly put their hands up in utter defeat.

Another X-Man, Colossus, is overjoyed to see that the enemy has now surrendered, and was even happier when he sees Northstar run in and give him a hug. After returning to his human form so he can hug Northstar without crushing him, enjoying his embrace as they are both overjoyed by their victory, as well as being in each other's arms.

The usually calm and stone faced Namor also couldn't help but smile at this development, and soon turns to his fellow atlantians. "VICTORY!" he called in the Atlantian language. "WE HAVE VICTORY!"

With that declaration from the Prince of the Sea, The Atlantians all cheer in pure joy, which was later followed by the Troopers and the rest of the Avengers, for that Osborn's dark reign was finally over and that the battle is one and the world is safe once more.

Little did everyone at the Triskelion knew, there were two floating energy balls in the sky, one blue and the other gold, and were observing the cheering.

The blue ball was projecting what it was seeing to the city of Atlantis, via the city's elderly mystic, and thus causing the Atlantian people to cheer upon seeing their Prince and their army help defeat Osborn.

All the while the gold ball was showing the images of the victory to people of New York that were on Vishanti Island, all were cheering as if it were New Year's Eve! Which in reality, they weren't far off, for this day marked a new start for America. A day of freedom.

Among the cheering New Yorkers was that of May Parker, who looks up at the Mystic screen to see both Peter and Mary-Jane on the Triskelion's roof, and more importantly, were unharmed. "Oh thank you, God!" she whispered to herself with her voice trembling and eyes tearing up, for she was happy to see her nephew safe, as well as feeling proud of the strong young hero he had become.

Back at the Triskelion, both Peter and Mary-Jane looked astonished at the cheering Troopers down below, and with Peter now allowing his eyes to water up. "My god, MJ…" he said in disbelief, then turned to face Mary-Jane herself with tears of happiness streaming down his face. "Is this real?"

The just as teary eyed and emotional MJ smile and nodded at Peter, and the two teens happily embraced one another, both ecstatic that the Ultimate Civil War, and the insanity that came with it, was finally over.

However, the two lovers soon break away from each other when they hear the pleased voice of the Dr. Strange coming down from above. "Oh, I should say so." He said in a happier tone as lands on his feet, feeling proud of both Peter and Mary-Jane for doing their parts in defeating Osborn.

Also coming down to the rooftop were that of Sersi and Falcon, who both land next to the Doctor, as well as both Thor and Iron Man, who despite having his armor damaged, still manages to land on the rooftop safely. "Not too bad, kid." said the Shell-Head, as he removes his helmet to reveal the smirking face of Tony Stark.

As Peter wiped the tears from his eyes, he grabs MJ's hand before answering Tony. "Well, I didn't do it alone."

MJ smiled at Peter warmly for acknowledging how she helped and squeezes his hand tightly as if to say thank you. But just before she say so herself, she is stopped when she, as well as everyone else on the roof, heard the voice of Iceman. "Damn straight you didn't."

This remarked caused Peter and the others to look where Iceman's voice came from, and sure enough, they see Iceman himself coming to the roof vice an ice slide. And he was not alone, for accompanying him by making a human chain and holding onto one another were his fellow X-Men Colossus and Northstar, as well as Cap, Black Widow and the unmasked Matt Murdock. Also coming to the roof were that of Storm, who comes flying in while carrying Logan as a passenger. And also, the Fantastic Four comes in, with Reed, Sue and Ben safely landing the Fantastic Car, and Johnny flying in in his fiery form and returning to normal once he landed on the roof on both feet.

As Cap and the other heroes all congratulated Peter and MJ, as well as to make sure that they weren't injured, they all looked down to the cheering Troopers and Atlantians below, who all cheered for the heroes who led them to victory.

Peter himself grinned as he basked in the great rush of being cheered, as well as knowing that they after all of the pain, blood sweat and tears, the victory and the freedom that he and his friends fought so long for was finally achieved. _"We won," _he thought to himself in disbelief, and tears of joy now returning. _"I honest to god can't believe…we actually won!"_


	61. EPILOGUE

"_**I still can't get over the feeling I had once the war was finally over. God, there were so many emotions going through my mind. On one hand, I was so happy and relieved that we finally brought down Osborn, and that we all came together, be it superhumans, mutants, atlantians or just ordinary people, we all stood up against and brought down a tyrant. But on the other, I also felt sad, knowing that so many people, GOOD people, all died in fighting and helping make this victory a reality and the only comfort I had to that was that their sacrifice was not in vain. Because we did it! We, the good guys, won against impossible odds to save not just the country, but the entire world too! And while I knew deep down that things would go back to the way things were before UCW, we still had a chance to change things for the better. And it all started at the Triskelion…"**_

**TRISKELION: AFTER THE BATTLE**

As the celebration settled down, the Tri-Carrier has since landed on the ground level of the Triskelion and shows the combined efforts of the freed heroes and agents, as well Troopers and Atlantians, all rounding up the Ultimate's and their Guardsman army and take them into custody.

At the same time, Peter, Mary-Jane and the rest of the leading heroes come out of the front entrance of the Triskelion and see their forces wrapping things up nicely and bringing enemies in custody.

It wasn't long before the Troopers saw Cap, Peter and the others walk by and soon applauded them as they walked out.

Needless to say, a smiling Peter couldn't help but feel goosebumps out of the Troopers cheering for him, as well as feeling his new girlfriend, Mary-Jane squeeze his arm. "Wow, a guy could get use to this." He said scratching his head nervously, which earned him a peck on the cheek from a giggling MJ.

Cap heard Peter's remark, which lead to the soldier giving the young man a small smile, knowing that Peter has earned the people's admiration. But knowing that there is much work to be done, he turns to the Troopers and raises his hand to get their attention. "All right men," Cap said sternly. "Get back to work rounding the Ultimates up. We may have won, but we still have a long day ahead of us."

Upon hearing that order, the Troopers soon stop clapping and go back to rounding the now powerless Ultimates and Guardsmen.

However, near the Triskelion, Kitty was in the middle of assisting Beast in tending to one of many wounded Troopers on a gurney when she hear the applause. As she turned to see what was causing it, she saw Peter and the others at the front entrance, and more importantly, she saw Iceman with them as well, who by now was reverting to his human form as Bobby Drake. Needless to say, it was a sight that caused her eyes to grow wide with joy and smile from ear to ear.

Meanwhile, Beast had just finished patching up the wounded Trooper's shoulder, which sustained from receiving a blast from one of the Guardsmen in the battle. "All right, that should do it," said the furry X-Man, then turns to two SHIELD agents nearby. "He's ready to go, gentlemen."

The two agents both give Beast a nod, and thus jumped into action by walking over to the gurney and wastes no time in taking the wounded Trooper away to the Tri-Carrier's infirmary.

Kitty herself sees the agents coming through the corner of her eye and thus steps backward to allow them to grab the gurney and wheel the Trooper inside Tri-Carrier.

Afterwards, the X-Girl turns her attention back to Peter and Bobby, then looks at Beast with a somewhat pitiful, pleading expression.

Beast noticed Kitty looking back and forth at Peter, then sees her giving him 'puppy dog eyes' and can't help but cave in. "All right, Kitty, go ahead."

With a smile on her face, Kitty gives Beast a nod, then turns and makes her way past Trooper and Atlantian alike so she can meet up with Peter and the others. After phasing through one Trooper after another, she finally reached Peter and surprised him, as well as Mary-Jane, with a hug. "Peter! Are you okay?"

Needless to say, this leaves Peter utterly stunned. "Uh, yeah, Kitty, I'm fine," the young man replied, but soon grew fearful when he sees the envious eyes of both Bobby and MJ. In an effort to calm a hostile situation, Peter quickly pulls Kitty off so he can face. "But yeah, thanks for telling MJ about…you know!" he told her with a sheepish smile.

"It's no problem," Kitty replied with a smile, soon noticed MJ glaring. "After all, you told me that MJ's the one for you. And nothing like the hero getting girl, right?"

MJ, upon receiving her confirmation from the X-Girl, gives Kitty a nod but remains close to Peter.

Bobby remains just as envious, as he quickly steps in between Peter and Kitty. "Well, you know, he did have me and the rest of the X-Men watching his back."

"Yeah, I know, Frosty." Kitty told Bobby with a sly smirk, and though normally she would be annoyed by his tough guy act, she felt she can overlook that, given the fact that Bobby really did fought bravely, as well as looked out for not just the team, but the rest of the resistance as well. To which, she rewarded the Iceman's valor by grabbing his cheeks, pulls him in close and kisses him hard on the lips, grabbing the young X-Man by surprise.

Peter, upon seeing Kitty and Bobby kissing, decides to use this as evidence that the 'love triangle' is over. "Hey, alls well that ends well, huh MJ?"

"I suppose, Tiger," MJ replied with a small smile, knowing in her heart of hearts that she's the one girl in Peter's life. But, as a precaution, she gives him a stern look that struck fear into her boyfriend. "But let's not make things complicated ever again, shall we?"

"Yes ma'am," Peter said weakly, feeling that the only thing more frightening than a monstrous form of Norman Osborn was that of an angry Mary-Jane Watson.

Speaking of which, as the heroes converse amongst themselves, Norman himself, now clothed in the same prison clothing that was once worn by the wrongfully imprisoned agents and his hands encased with large technically enhanced cuffs, was being walked out of the building by two Troopers.

Following up the defeated president was that of the unmasked Moonstone, and also garped in a prison uniform and high-tech cuffs, not to mention looking quite angry at Norman as two Troopers lead her out of the Triskelion. "_Oh, I hope were in the same prison, Osborn," _she thought bitterly as two S.H.I.E.L.D. agents arrive and take her to the Tri-Carrier's prison brig. _"Because what that kid didn't have the guts to do to you, I will! In the worst way!" _

As for Norman himself, he stops moving just as the agents were about to take him in. "Worthless…ignorant…INSECTS!" he yelled irate, getting everyone's attention. "YOU HONESTLY THINK YOU'VE WON?! I AM STILL PRESIDENT, AND I'LL SEE TO IT THAT YOU'LL ALL BE ARRESTED AND PROSECUTED FOR…!" Suddenly, the raving Norman's rant is stooped when a web-ball comes out of nowhere, then hits and covers Norman's mouth, silencing him.

This action caused everyone to look at the web-balls shooter, Peter, who looks quite annoyed as he holds his right arm extended. "I don't know about you guys, but I've had just about enough of this guy's crazy talk for one freaking day!" Peter said frustrated, then walked to the imprisoned Norman, with a concerned MJ holding his left arm to keep him from doing something brash. "And as far as you being President goes, I think it's safe to say that you are officially impeached."

Matt hears Peter's words and thus towards where he hears them so he can say this to Osborn. "He's right, and once we get to Washington, we'll see to that!"

Also speaking his mind on the matter was that of Cap, who looks at Norman with intense hatred. "And for Bucky, Dum-Dum Dugan, and the rest of lives you tarnished and ruined, we'll see that you get the punishment you deserve!"

"_**I know you're probably wondering about those two guys Cap just mentioned. Well, to answer that, we'll have to fast forward to Washington." **_

UNITED STATES CAPITOL

Inside the House Chamber of the Capitol, Matt Murdock, now clad in a business suit with red sunglasses and a walking cane, and Steve Rogers, now dressed in a formal United States Army uniform, stand in front of the House of Representatives, all of whom look to be in a zombified state.

Also in the chamber was that of Reed Richards, who types on a laptop and comes across an icon that reads 'Are you sure you want to deactivate the Purity nanites?' "Oh yes…" Reed said the screen eager to awaken Congress from their mindless slumber and tell their mindless state. "All right gentlemen, shutting off the nanites now." With that said, Reed moves his built in mouse over to the 'YES' button on the icon and clicks it.

Moments later, the representatives feel a slight shock, like be struck with static electricity. Afterwards, they all shake their heads, looking completely confused.

Especially the Speaker of the House, who was that of an African American make in his late fifties early sixties and with heavily grayed hair. "Wh…what!?" he asked feeling light headed, then sees Steve standing before him. "Captain Rogers? What just happened?"

"You've all been put under mind control, sir," Steve replied as the well poised soldier that he is. "And I'm afraid Norman Osborn and his party is responsible."

This answer causes to shock the representatives so much, they almost broke off into a frenzy, but luckily, the Speaker manages to get their attention by pounding his gavel. "Order, order!" he said loudly, successfully calming his fellow representatives, then turns back to Steve himself. "Now, that is a pretty bold claim, Captain Rogers," he told him, despite wanting to believe the Super Soldier. "Do you have proof that supports this?"

This question is answered by Matt and Reed, who both come forth with Reed himself carrying the laptop. "Plenty of it sir," said Matt, going into his usual 'lawyer' mode now that the time for fighting has past.

"_**Matt and Steve went on to explain to congress on how Norman got his power and held on to it for so long. First, they explained that Norman won the election by using his money to pull a few strings and win by using the names of many dead people, including Steve's two friends that died in World War II, Bucky Barnes and Timothy 'Dum-Dum' Dugan, to commit voter fraud, officially bringing his scumbag status to an all-time low. And as far as how he staying office, Norman later put a nanite solution called 'Purity' into the Representatives drinking water, turning them into his personal puppet and allowed him to use his power to turn the US into a nightmare! **_

**EISENHOWER EXECUTIVE OFFICE BUILDING**

Outside the building's front entrance, two officers are bringing out a hand-cuffed Vice President Mendel Stormm, guiding him past a large amount of reporters and flashing lights and loading him into the back of their car.

"_**And one by one…**_

**THE PENTAGON**

In the front entrance to the HQ of the US Department of defense, Army personnel are seen walking the cuffed Bolivar Trask and William Stryker and handing them over to the police.

"_**All of the people that were involved with Norman's plot, including his registered 'heroes', were arrested. **_

**ELSEWHERE**

Inside one of the plastic cells of the Solitary Confinement of the newly built prison known as the Raft, the now former President Norman Osborn sits in his cell with an orange uniform, looking bitter on how he was defeated.

"_**And thankfully, even Normie himself, and though that psycho was locked up…." **_

**RAVENCROFT SANITARIUM**

Inside a padded cell, a heavily disturbed Harry Osborn is seen angrily and violently banging against the padding inside his cell. And fueled his rage was that of his former friend Peter Parker, for in his young mind, he not only betrayed him by taking Mary-Jane away from him, and having his father locked up as well.

"_**It also doesn't help the fact that Harry lost a father, and the fact that he was not mentally scarred by it. Something in which I can't help but feel responsible for. So far, Steve tells me that Harry is in the best of care and their doing all they can, but I still want to do more to help him though. When I told them this, they said he's too much in a violent state at the moment and when they feel he's ready to meet with people, they'll give me a call…talk about instilling confidence. Still, until that day came, there was one thing I had to do." **_

**PARKER RESIDENCE**

Over the fireplace of the newly restored home of the Parkers, a now casually dressed and sad Peter is seen tossing the paper documents containing the OZ formula into the fire. Also with him was his Aunt May, as she watch in sympathy of her grief stricken nephew carrying out the task that was once set out by his father.

"_**And that was do what my father tried to do before that god forsaken accident, and that was to destroy the notes to OZ. True, it helped ME out quite a bit, but it also damaged both Harry's and even Nomran's lives. All the more reason for me to make sure that nobody could make it and harm anyone else ever again." **_

Finally, all that was left was that of a floppy disk, and after looking at the last time, a sighing Peter tosses it into the fire. With his task now done, Peter looks up on the mantle and a family picture with him as a baby, his parents and his Uncle Ben and Aunt May, which was taken at a family outing in Central Park. "Well Dad," Peter said to the picture, with his voice cracking up. "The notes are destroyed….just like you wanted."

May, feeling just as emotion about the situation as Peter, quickly grabs him and hugs him tightly, knowing that he needs family more than ever.

Peter, upon feeling May's embrace, wastes no time in turning and hugging her back, with the two of them crying in each other's embrace and both silently vowing to look out for one another from now on.

"_**So yeah, as well as honoring my father's last wishes, I now find myself honoring Uncle Ben, not only using my powers responsibly, but also taking the responsibility of looking out for Aunt May, as well as Mary-Jane, and the rest of my friends and loved ones. And speaking of responsibilities…" **_

**WASHINGTON D.C. **

On the West Front of the United States Capitol, the Speaker of the House is seen taking the Oath of Office by the Chief Justice, all while being watched by thousands of the now freed American people, as well as Steve Rogers, Tony Stark and the rest of the super-heroes present.

"_**The responsibility of being the new U.S. President went over to the former Speaker of the House, Lee Kirby, who upon taking office, repealed the Superhuman Registration Act and freed all of the people that were wrongfully accused by Norman. Another issued he wanted to tackle was who was going to be the Director of S.H.I.E.L.D. now that Fury was gone. And to fix that, Kirby offered Steve the job, feeling that he had both the heart and will to lead something so big, and truth be told, I had to agree with him. From what I hear, Steve was a little hesitant at first. After all, as much as he wanted to honor Nick's memory by taking charge, he still felt like a man out of time and not sure if he could lead S.H.I.E.L.D." **_

**S.H.I.E.L.D. TRI-CARRIER**

As the Tri-Carrier made its way over the Mediterranean Sea, the agents on board the bridge, now clad in their blue jump suits, were all doing their regular jobs. Until finally one of the male agents hears the door open and upon looking up, he quickly stands up straight out of his chair. "ATTENTION ON DECK!" he yelled, and a split second later, all of the agents all stood up and saluted.

And as who they were saluting, it turned out to be that of Steve Rogers himself, only this time, with a blue jump suit with a white star on the chest and with Agent Carter accompanying him. Once he sees that he has the agents attention, Steve proudly salutes them back. "At east, agents."

"_**But with a little convincing from Tony, Steve realized that no matter what period of time, a duty to your country is still duty, so he took the job." **_

As one the rest of the agents returned to posts, Steve goes to the Commander's station to observe their progress, all the while having a smiling Sharron looking at him with admiring eyes.

"_**As well as having Agent Carter assist him with the more 'modern' stuff. But the question remained, with Steven now being S.H.I.E.L.D.'s top dog, who was going to be Captain America?" **_

Suddenly, both Steve and Sharron hear footsteps behind them, and as they turned, they see that it is Sam 'The Falcon' Wilson, now donning a red, white and blue version of his costume, as well as carrying Steve's round circular shield. "Captain America reporting for duty, sir." He said saluting Steve, which earns him a returned salute from Steve himself, as well as a smile.

"_**Yeah, they pretty much got that covered too, as well as a pretty good pick to, speaking as someone who's seen Falcon in action. But yeah, after making Sam the new Captain America, Steve also made him a new member of the new team of Earth's Mightiest Heroes…the Avengers! All led by Tony Stark himself. And instead of the Triskelion, they decided to have their headquarters…" **_

**NEW YORK**

High above the city's tall buildings, there was one tower that stood the tallest of them all, and one that had a giant neon 'A' on top.

"_**They decided to have it be located within New York itself, feeling that it would be better that the new team be closer to the people they swore to protect, as opposed to being isolated from them on an island. With having the team's meeting room being on the top floor." **_

Below and on the city streets, and near the sides of the front entrance were two wall shaped memorial plaques that listed the names of all the people who perished in the final battle of the Triskelion. From Kurt 'Nightcrawler' Wager, Shang-Chi, Nick Fury and countless others.

"_**As well as have the front door list the brave souls who helped us take the US back from Norman, not to mention help save the world from Dormammu." **_

In the city streets, the imposing Guardsmen and their vans have since been replaced by the returning police cars and fire trucks that have long sense been missed since Osborn took office.

As a cop car stops for a traffic light, the officer behind the wheel is sporting an 'A' shaped tattoo on his right arm…something that was given to the Troopers before they took part in the Trikelion siege. While waiting for the light to turn green, the cop turns and notices the memorial plaques at the aptly named Avengers Tower, and thus solemnly tips his hat to it…as a way to show respect to his fallen comrades. Finally, the officer sees the light turn green and sets off on his way.

"_**Many of the Troopers who survived the battle went back to their regular jobs before they were imprisoned, and though it took a few weeks, New York, and the rest of the U.S., were returned to its former glory. And with Osborn and his lackeys in prison, and the REAL heroes, be it superheroes, cops or firemen back on the job, all seemed to be doing pretty good…with a couple of small catches. You see, while President Kirby did think the SHRA was wrong and was more than happy to repeal it….he did so under two conditions. One, all heroes that choose to keep their identities secret must be well known to S.H.I.E.L.D. And two, all teenage meta-humans must learn how to use their powers through specialized training, be it the Xavier Institute, under the wing of specially trained S.H.I.E.L.D. agents going undercover as school teachers and so on, and couldn't officially fight crime until they turned eighteen years old. So basically, young heroes, like Spider-man…" **_

**MIDTOWN HIGH SCHOOL**

The final school bell had just rung, and thus, all of the students of Midtown High School, all walked out after another long day of school work. Among the students were that of Peter and Mary-Jane, now dressed in civilian clothing and happily walking hand in hand as regular teenagers again.

"…_**finally was allowed to finally take a break, and allow Peter Parker to start living life as a regular fifteen year old kid. One who had the super-hot girlfriend that's always wanted, got to focus on his school work to hopefully one day be a ground breaking scientist, and more importantly, one who no longer had to learn how to fight in order to take down a crazed President. All things considered, I say things worked out pretty good." **_

As the two young love birds made their way down the sidewalk, Peter holds MJ close and kisses her on the head. "Man, I'm still can't help but feel bummed that you still have to go to Dr. Strange's Sanctum."

"I know," MJ replied, sounding just as disappointed. "But hey, I just have to go in, do a couple of test to show that I'm in control and I'll be done." At one point, both teens stop at a crosswalk, with MJ turning and giving Peter a coy and flirtatious smirk. "It should be in and out, and then off to a date at the movies to which a certain cute guy who can walk on walls promised me."

Peter gives MJ a returning smile with one of his own. "Hey, wouldn't be 'boyfriend material' if I didn't deliver." With that reply, Peter gently leans in to give his girlfriend a kiss on the lips, one in which MJ closes her eyes and eagerly awaits. But before their lips could even touch, Peter felt his spider-sense tingle. "LOOK OUT!" he yelled, and thus grabbed MJ and a male pedestrian by their waists and jumps backward and avoid being squashed by a giant, circular wheeled shaped vehicle with the driver controlling it with a small, dome-like cockpit on the left side, speeding past the two teams and plowing its way through cars and causing citizens to run away in fear.

As Peter puts MJ and the pedestrian down, he looks at the vehicle from a distance and shakes his head in annoyance, all the while the man he just saved runs off terrified. "Okay…a giant mechanical killer wheel plowing through the city streets destroying everything in its path. Perfect way to start the weekend."

Suddenly, both Peter and Mary-Jane receive another surprise, but this time, in the form of Iron Man and Dr. Strange, all who levitate into the air. And it is Iron Man himself who decides to retort to Peter's sarcastic remark. "To say the least, kid. Anyway, the Avengers are about to head him off at the past, and we could use your help."

The Doctor soon interjects by saying this to his still learning and promising pupil, MJ. "And I suppose this would be a perfect opportunity as ever to see how well you're coming along in your control, young lady."

As for Mary-Jane herself, she smiles eagerly as with small fire coming out of her palms. "You don't have to ask me twice," she told the doctor, eager to show both him and Iron Man what she can do. Afterwards, she turns to Peter. "How about you, Tiger? You up for it?"

"_**Oh, I almost forgot to mention, there is a loop-hole to the whole 'no heroes under eighteen rule. It turns out, teenage superheroes actually CAN assist in fighting villains. So long as it counts as a serious emergency, and as long as were supervised by adults. A.K.A. Iron Man and other older superheroes…but between you and me, to tell him I counted him as being 'older'." **_

After shaking his head, Peter looks up with a more positive expression. "Hey why not?" he asked in a light hearted tone. "I could use a workout after sitting on my tush all day."

"That's the spirit!" Iron Man replied. "You two suit up and Doc can show you where we are." With that said, Iron Man goes on ahead a zooms off to join his fellow Avengers in taking down the aptly named "Big Wheel."

As for the Doctor, he takes a brief moment to create a small golden energy ball from his hands. "I still might need to provide assistance to Mr. Stark and the other heroes gather," said the Sorcerer Supreme, then mentally commands the ball to float over to both Peter and Mary-Jane. "Put on you heroic attire and follow the ball, it will show you where we are." With that said, the Doctor soon teleports out of sight to join the other Avengers.

As for Peter and MJ, they soon spot a nearby alley and run towards it to change into their 'work clothes.' Once in the alley, MJ merely closes her eyes, concentrates and begins glowing, on seconds later to appear in her Firestar attire.

While Peter himself is seen taking off his street clothing, revealing his Spider-Man costume underneath, all the while holding his cellphone and talking into it with a discourage look on his face. "Hey, Aunt May, I might be little late coming home."

"_**So much for Spider-man taking a break, right? Well, I guess you can say, be it under Iron Man's watchful eye or on my own, I guess I'm stuck with Spider-man now and forever. But, I've long since gotten used to it. Because like Uncle Ben said: With great power, comes great responsibility."**_

Moments later, the golden ball shoots out of the alley and into the air, with the newly suited Spidey and Firestar zooming out as well and following it towards where the Big Wheel is, which by this time is now confronted by not just Iron Man and Dr. Strange, but by Thor, the Fantastic Four, and the rest of the X-Men, now led by Storm.

As Spidey shoots and swings off one web-line after the other, he briefly looks up at the flying Firestar. "So, you think this technically counts as us doing something as a couple?"

Firestar couldn't help but laugh at her boyfriend's quip. "lets save the romance for after we stop this thing, shall we?"

"Right," replied the Web-Head. "Butt kicking first, dinner and a movie later." With that said, Spidey and Firestar both continue to speed towards the action that was just ahead.

"_**And I will never stray from Uncle Ben told me ever again. Because not only do I have great powers as a superhero, but I also have the power of being a man. One that has family and friends to protect. And for their sake, as well as the entire world, I'll accept the responsibility of both. After all…that's all part of being Your Friendly Neighborhood Spider-man! **_

**THE END **


End file.
